Common use of Regarding the Contract of Insurance Holder Clause in Contracts

Regarding the Contract of Insurance Holder. (a) The Contract of Insurance Holder shall not resign from the obligations and duties imposed on it by this Agreement as Contract of Insurance Holder except (i) upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA the performance of its duties under this Agreement would cause it to be in violation of such legal requirements or FHA imposed requirements in a manner which would result in a material adverse effect on the Contract of Insurance Holder or cause it to become ineligible to hold the Contract of Insurance and (ii) the Certificate Insurer (so long as a Certificate Insurer Default shall not have occurred and be continuing) or the Certificateholders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Contract of Insurance Holder to perform the duties which render it legally unable to act or to delegate those duties to another Person or if the circumstances giving rise to such illegality cannot be waived or delegated. Any such determination permitting the resignation of the Contract of Insurance Holder shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trustee and the Certificate Insurer. Upon receiving such notice of resignation, the Contract of Insurance shall be transferred to a qualified successor with the consent of the Certificate Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Contract of Insurance Holder and one copy to the successor contract of insurance holder. Notwithstanding the foregoing, the Contract of Insurance Holder may resign, with the prior written consent of the Certificate Insurer (so long as a Certificate Insurer Default shall not have occurred and be continuing) or the Certificateholders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing), which may be withheld in its sole and absolute discretion, upon transfer of the FHA insurance and related reserves with respect to the FHA Loans and any Related Series Loans to a contract of insurance held by a successor Contract of Insurance Holder provided, however, that any Contract of Insurance held by such successor Contract of Insurance Holder shall satisfy the criteria set forth in Section 12.01(b), 127 133 and, at the time of succession, shall have an FHA insurance coverage reserve account balance not less than that of the FHA Insurance Coverage Reserve Account at the time of succession. (b) If at any time (i) the Contract of Insurance shall be revoked, suspended or otherwise terminated, or (ii) the Contract of Insurance Holder shall become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the Contract of Insurance Holder or of its property shall be appointed, or any public officer shall take charge or control of the Contract of Insurance Holder or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case the Certificate Insurer (so long as a Certificate Insurer Default shall not have occurred and be continuing) or the Certificate-holders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing) may remove the Contract of Insurance Holder and appoint a successor contract of insurance holder by written instrument, in duplicate, one copy of which instrument shall be delivered to the Contract of Insurance Holder so removed and one copy to the successor contract of insurance holder. Upon removal of the Contract of Insurance Holder, the outgoing Contract of Insurance Holder shall take any action required to transfer the benefits of the FHA Insurance Coverage Reserve Account to the successor contract of insurance holder. (c) Any resignation or removal of the Contract of Insurance Holder and appointment of a successor contract of insurance holder pursuant to any of the provisions of this Section 12.02 shall become effective upon acceptance of appointment by the successor contract of insurance holder. (d) On or prior to the Closing Date, the Contract of Insurance Holder shall have instructed FHA to forward all payments in respect of claims under the Contract of Insurance made to the Contract of Insurance Holder to First Trust of New York, National Association, as Trustee. The Contact of Insurance Holder shall provide no further notification with respect to which such payments shall be directed unless directed by First Trust of New York, National Association, as Trustee. 128 134 IN WITNESS WHEREOF, the Depositor, Mego, the Master Servicer, the Claims Administrator, the Trustee and the Contract of Insurance Holder have caused their names to be signed to this Pooling and Servicing Agreement by their respective officers thereunto duly authorized as of the date first written above. MEGO MORTGAGE CORPORATION, as Seller, Servicer and Claims Administrator By:__________________________________________ Name: Title: FINANCIAL ASSET SECURITIES CORP., as Depositor By:__________________________________________ Name: Title: NORWEST BANK MINNESOTA, N.A., as Master Servicer By:__________________________________________ Name: Title: FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, as Trustee and Contract of Insurance Holder By:__________________________________________ Name: Title: 135 XXXXX XX XXX XXXX ) ) ss.: COUNTY OF NEW YORK ) On the __th day of December, 1996 before me, a notary public in and for said State, personally appeared Jamex X. Xxxxxx, xxown to me to be the Executive Vice President of MEGO MORTGAGE CORPORATION, one of the parties that executed the within instrument, and also known to me to be the person who executed it on behalf of said party, and acknowledged to me that such party executed the within instrument.

Regarding the Contract of Insurance Holder. (a) The Contract of Insurance Holder shall at all times be approved by HUD as a mortgagee and shall not resign from the obligations and duties imposed on it by this Agreement as Contract of Insurance Holder except (i) upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA (including, without limitation, loss of its status as a HUD approved mortgagee) the performance of its duties under this Agreement would cause it to be in violation of such legal requirements or FHA imposed requirements in a manner which would result in a material adverse effect on the Contract of Insurance Holder or cause it to become ineligible to hold the Contract of Insurance and (ii) the Certificate Insurer (so long as a Certificate Insurer Default shall not have occurred and be continuing) or the Certificateholders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Contract of Insurance Holder to perform the duties which render it legally unable to act or to delegate those duties to another Person or if the circumstances giving rise to such illegality cannot be waived or delegatedFHA Insurance. Any such determination permitting the resignation of the Contract of Insurance Holder shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trustee and the Certificate InsurerTrustee. Upon receiving such notice of resignation, the Contract of FHA Insurance shall be transferred to a qualified successor with appointed by the consent of the Certificate Insurer Master Servicer (which qualified successor must be a HUD approved mortgagee) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Contract of Insurance Holder and one copy to the successor contract of insurance holder. Notwithstanding the foregoing, the Contract of Insurance Holder may resign, with the prior written consent of the Certificate Insurer (so long as a Certificate Insurer Default shall not have occurred and be continuing) or the Certificateholders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing), which may be withheld in its sole and absolute discretion, upon transfer of the FHA insurance and related reserves with respect to the FHA Loans and any Related Series Loans to a contract of insurance held by a successor Contract of Insurance Holder provided, however, that any Contract of Insurance held by such successor Contract of Insurance Holder shall satisfy the criteria set forth in Section 12.01(b), 127 133 and, at the time of succession, shall have an FHA insurance coverage reserve account balance not less than that of the FHA Insurance Coverage Reserve Account at the time of succession. (b) If at any time (i) the Contract of Insurance shall be revoked, suspended or otherwise terminated, or (ii) the Contract of Insurance Holder shall become incapable of acting, or shall fail to perform its obligations here under, or its long-term credit rating assigned by Moodx'x Xxxestors Service, Inc. shall fall below "A3" (or such other credit rating as may be determined by the Rating Agencies from time to time) or shall be adjudged as bankrupt or insolvent, or a receiver of the Contract of Insurance Holder or of its property shall be appointed, or any public officer shall take charge or control of the Contract of Insurance Holder or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Contract of Insurance Holder shall fail to be "well capitalized" within the meaning of the Federal Deposit Insurance Act and the regulations thereunder, then, in any such case the Certificate Insurer (so long as a Certificate Insurer Default Master Servicer shall not have occurred and be continuing) or the Certificate-holders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing) may remove the Contract of Insurance Holder and appoint a successor contract of insurance holder (which successor must be a HUD approved mortgagee) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Contract of Insurance Holder so removed and one copy to the successor contract of insurance holder. Upon removal of the Contract of Insurance Holder, the outgoing Contract of Insurance Holder shall take any all action required to transfer maintain the benefits of the FHA Insurance; provided that, if the Contract of Insurance Coverage Reserve Account Holder is removed because it has failed to be "well capitalized" as provided in the successor contract of insurance holderpreceding sentence, the Depositor and Master Servicer each shall bear the expenses incurred in connection with such transfer. (c) Any resignation or removal of the Contract of Insurance Holder and appointment of a successor contract of insurance holder pursuant to any of the provisions of this Section 12.02 shall become effective upon acceptance of appointment by the successor contract of insurance holder. (d) On or prior to the Closing Date, the Contract of Insurance Holder shall have instructed FHA to forward all payments in respect of claims under the Contract of Insurance made to the Contract of Insurance Holder to First Trust of New York, National Association, as Trustee. The Contact of Insurance Holder shall provide no further notification with respect to which such payments shall be directed unless directed by First Trust of New York, National Association, as Trustee. 128 134 IN WITNESS WHEREOF, the Depositor, Mego, the Master Servicer, the Claims Administrator, the Trustee and the Contract of Insurance Holder have caused their names to be signed to this Pooling and Servicing Agreement by their respective officers thereunto duly authorized as of the date first written above. MEGO MORTGAGE CORPORATION, as Seller, Servicer and Claims Administrator By:__________________________________________ Name: Title: FINANCIAL ASSET SECURITIES CORP., as Depositor By:__________________________________________ Name: Title: NORWEST BANK MINNESOTA, N.A., as Master Servicer By:__________________________________________ Name: Title: FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, as Trustee and Contract of Insurance Holder By:__________________________________________ Name: Title: 135 XXXXX XX XXX XXXX ) ) ss.: COUNTY OF NEW YORK ) On the __th day of December, 1996 before me, a notary public in and for said State, personally appeared Jamex X. Xxxxxx, xxown to me to be the Executive Vice President of MEGO MORTGAGE CORPORATION, one of the parties that executed the within instrument, and also known to me to be the person who executed it on behalf of said party, and acknowledged to me that such party executed the within instrument.

Regarding the Contract of Insurance Holder. (a) The Trustee, as Contract of Insurance Holder Holder, shall at all times be approved by HUD as a mortgagee and not resign from the obligations and duties imposed on it by this Agreement as Contract of Insurance Holder except (i) upon a determination that by reason of a change in legal requirements or requirements imposed by the FHA (including, without limitation, loss of its status as a HUD approved mortgagee) the performance of its duties under this Agreement would cause it to be in violation of such legal requirements or FHA imposed requirements in a manner which would result in a material adverse effect on the Contract of Insurance Holder or cause it to become ineligible to hold the Contract of Insurance and (ii) the Certificate Insurer (so long as a Certificate Insurer Default shall not have occurred and be continuing) or the Certificateholders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Contract of Insurance Holder to perform the duties which render it legally unable to act or to delegate those duties to another Person or if the circumstances giving rise to such illegality cannot be waived or delegatedFHA Insurance. Any such determination permitting the resignation of the Contract of Insurance Holder shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trustee and the Certificate InsurerTrustee. Upon receiving such notice of resignation, the Contract of FHA Insurance shall be transferred to a qualified successor with appointed by the consent of the Certificate Insurer Master Servicer (which qualified successor must be a HUD approved mortgagee) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Contract of Insurance Holder and one copy to the successor contract of insurance holder. Notwithstanding the foregoing, the Contract of Insurance Holder may resign, with the prior written consent of the Certificate Insurer (so long as a Certificate Insurer Default shall not have occurred and be continuing) or the Certificateholders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing), which may be withheld in its sole and absolute discretion, upon transfer of the FHA insurance and related reserves with respect to the FHA Loans and any Related Series Loans to a contract of insurance held by a successor Contract of Insurance Holder provided, however, that any Contract of Insurance held by such successor Contract of Insurance Holder shall satisfy the criteria set forth in Section 12.01(b), 127 133 and, at the time of succession, shall have an FHA insurance coverage reserve account balance not less than that of the FHA Insurance Coverage Reserve Account at the time of succession. (b) If at any time (i) the Contract of Insurance shall be revoked, suspended or otherwise terminated, or (ii) the Contract of Insurance Holder shall become incapable of acting, or shall fail to perform its obligations hereunder, or its long-term credit rating assigned by Moodx'x Xxxestors Service, Inc. shall fall below "A1" (or such other credit rating as may be determined by the Rating Agencies from time to time) or shall be adjudged as bankrupt or insolvent, or a receiver of the Contract of Insurance Holder or of its property shall be appointed, or any public officer shall take charge or control of the Contract of Insurance Holder or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or the Contract of Insurance Holder shall fail to be "well capitalized" within the meaning of the Federal Deposit Insurance Act and the regulations thereunder, then, in any such case the Certificate Insurer (so long as a Certificate Insurer Default Trustee or Master Servicer shall not have occurred and be continuing) or the Certificate-holders by Class Vote (if a Certificate Insurer Default shall have occurred and be continuing) may remove the Contract of Insurance Holder and appoint a successor contract of insurance holder (which successor must be a HUD approved mortgagee) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Contract of Insurance Holder so removed and one copy to the successor contract of insurance holder. Upon removal of the Contract of Insurance Holder, the outgoing Contract of Insurance Holder shall take any all action required to transfer maintain the benefits of the FHA Insurance; provided that, if the Contract of Insurance Coverage Reserve Account Holder is removed because it has failed to be "well capitalized" as provided in the successor contract of insurance holderpreceding sentence, the Master Servicer shall bear the expenses incurred in connection with such transfer. (c) Any resignation or removal of the Contract of Insurance Holder and appointment of a successor contract of insurance holder pursuant to any of the provisions of this Section 12.02 shall become effective upon acceptance of appointment by the successor contract of insurance holder. (d) On or prior The rights and protections afforded the Trustee pursuant to the Closing Date, the Contract of Insurance Holder Article 8 hereof shall have instructed FHA to forward all payments in respect of claims under the Contract of Insurance made also be afforded to the Contract of Insurance Holder to First Trust of New York, National Association, as Trustee. The Contact of Insurance Holder shall provide no further notification with respect to which such payments shall be directed unless directed by First Trust of New York, National Association, as Trustee. 128 134 IN WITNESS WHEREOF, the Depositor, Mego, the Master Servicer, the Claims Administrator, if the Trustee and the Contract of Insurance Holder have caused their names to be signed to this are the same Person. EXHIBIT 1-A FORM OF INITIAL CERTIFICATION [Date] Union Planters Mortgage Finance Corp. 7130 Xxxxxxxx Xxxxx Xxxxxxx Cordxxx, Xxnnessee 38018 Attention: Secretary [Master Servicer] [Address] [Address] Attention: [ ] ---------------- Re: Pooling and Servicing Agreement by their respective officers thereunto duly authorized Agreement, dated as of the date first written above. MEGO MORTGAGE CORPORATION_________ 1, as Seller19___, Servicer and Claims Administrator By:among Union Planters Mortgage Finance Corp., __________________________________________ Name: Title: FINANCIAL ASSET SECURITIES CORP., as Depositor By:Master Servicer, and ________________________, as Trustee, Pass-Through Certificates, __________________ Name: Title: NORWEST BANK MINNESOTA, N.A., as Master Servicer By:UPMFC Trust 19_____-__________________________________________ Name: Title: FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, as Trustee and Contract of Insurance Holder By. Gentlemen:__________________________________________ Name: Title: 135 XXXXX XX XXX XXXX ) ) ss.: COUNTY OF NEW YORK ) On the __th day of December, 1996 before me, a notary public in and for said State, personally appeared Jamex X. Xxxxxx, xxown to me to be the Executive Vice President of MEGO MORTGAGE CORPORATION, one of the parties that executed the within instrument, and also known to me to be the person who executed it on behalf of said party, and acknowledged to me that such party executed the within instrument.