Common use of The Policies Clause in Contracts

The Policies. (a) As soon as possible, and in no event later than 10:00 A.M., New York time, on the Business Day immediately preceding each Payment Date, the Note Paying Agent shall furnish the Note Insurer and the Administrator with a completed notice in the form set forth as Exhibit I hereto (the "Notice") in the case of a draw under the Note Insurance Policy and a completed demand for payment in the form set forth as Exhibit J hereto (the "Demand for Payment"), in the case of a draw under the Debt Service Reserve Surety Bond, which will be based upon the information set forth in the Administrator's report provided pursuant to Section 4.7(d), that an Insured Payment or a Surety Bond Payment will be required with respect to such Payment Date. The Notice or the Demand for Payment shall specify the total amount of the Insured Payment or Surety Bond Payment, as the case may be, to be paid on the applicable Payment Date, and shall constitute a claim for a Surety Bond Payment or an Insured Payment, as the case may be, pursuant to the Debt Service Reserve Surety Bond or the Note Insurance Policy, respectively. The Note Insurer shall remit or cause to be remitted to the Insurance Paying Agent the amount of the Surety Bond Payment or Insured Payment, as the case may be. Upon receipt of such Surety Bond Payment or Insured Payment by the Insurance Paying Agent on behalf of the Noteholders, it shall remit such amounts to the Collateral Agent, who shall deposit such Surety Bond Payment or Insured Payment, as the case may be, in the Collection Account. The Note Paying Agent shall serve as Insurance Paying Agent hereunder for so long as the Debt Service Reserve Surety Bond or the Note Insurance Policy shall remain in effect; provided, however, that the Insurance Paying Agent may be located in another jurisdiction with the written consent of the Note Insurer. The Insurance Paying Agent shall act as the agent of the Note Paying Agent and shall (i) pay Surety Bond Payments and Insured Payments received from the Note Insurer as the Note Paying Agent shall direct and (ii) take such other actions with respect to the Note Insurer and the Policies as the Note Paying Agent shall direct. The Note Paying Agent shall act initially as the Insurance Paying Agent.

The Policies. (a) As soon as possibleIf pursuant to Section 4.04(a)(iii), the Master Servicer determines that a Deficiency Amount exists for such Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the related Policy to the Insurer no event later than 10:00 A.M.12:00 P.M., New York City time, on the Business Day immediately preceding each Payment Distribution Date, the Note Paying Agent shall furnish the Note Insurer and the Administrator with a completed notice in the form set forth as Exhibit I hereto (the "Notice") in the case of a draw under the Note Insurance Policy and a completed demand for payment in the form set forth as Exhibit J hereto (the "Demand for Payment"), in the case of a draw under the Debt Service Reserve Surety Bond, which will be based upon the information set forth in the Administrator's report provided pursuant to Section 4.7(d), that an Insured Payment or a Surety Bond Payment will be required with respect to such Payment Date. The Notice or the Demand for Payment shall specify the total amount of the Insured Payment or Surety Bond Payment, as the case may be, to be paid on the applicable Payment Date, and shall constitute a claim for a Surety Bond Payment or an Insured Payment, as Amount (provided that the case may be, pursuant Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to the Debt Service Reserve Surety Bond or the Note Insurance Policy, respectively. do so) in an amount equal to such Deficiency Amount. (b) The Note Insurer Trustee shall remit or cause to be remitted to establish and maintain the Insurance Paying Agent the amount Account on behalf of the Surety Bond Payment or Insured Payment, as Holders of the case may beClass A Certificates. Upon receipt of such Surety Bond Payment or an Insured Payment by Amount from the Insurance Paying Agent Insurer on behalf of the NoteholdersClass A Certificateholders, it the Trustee shall remit deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvested. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount with respect to each Loan Group for such Distribution Date from the Certificate Account, together with the distributions due to the Class A Certificateholders on such Distribution Date, as follows: (i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders on a pro rata basis in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c). (c) The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount from the Insurer and (ii) distribute such Insured Amount to such Class A Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the related Policy shall not be considered payment by the Trust Fund with respect to the related Class A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Insurer shall become owner of such amounts to the Collateral Agent, who shall deposit extent covered by such Surety Bond Payment or Insured Payment, Amounts as the case may be, in the Collection Accountdeemed assignee of such Class A Certificateholders. The Note Paying Agent shall serve as Insurance Paying Agent hereunder Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, by its acceptance of its Class A Certificates, hereby agrees) for so long as the Debt Service Reserve Surety Bond or benefit of the Note Insurance Policy shall remain in effect; provided, however, Insurer that the Insurance Paying Agent may Trustee shall recognize that to the extent the Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A Certificateholders, the Insurer will be located in another jurisdiction with entitled to be subrogated to the written consent rights of the Note Insurer. The Insurance Paying Agent shall act as the agent of the Note Paying Agent and shall (i) pay Surety Bond Payments and Insured Payments received from the Note Insurer as the Note Paying Agent shall direct and (ii) take such other actions with respect Class A Certificateholders to the Note Insurer and the Policies as the Note Paying Agent shall direct. The Note Paying Agent shall act initially as the Insurance Paying Agentextent of such payments.

The Policies. (a) As soon as possible, and in no event later than 10:00 A.M., New York time, on the Business Day immediately preceding each Payment Date, the Note Paying Agent shall furnish the Note Insurer and the Administrator with a completed notice in the form set forth as Exhibit I hereto (the "Notice") in the case of a draw under the Note Insurance Policy and a completed demand for payment in the form set forth as Exhibit J hereto (the "Demand for Payment"), in the case of a draw under the Debt Service Reserve Surety Bond, which will be based upon the information set forth in the Administrator's report provided pursuant to Section 4.7(d), that an Insured Payment or a Surety Bond Payment will be required with respect to such Payment Date. The Notice or the Demand for Payment shall specify the total amount of the Insured Payment or Surety Bond Payment, as the case may be, to be paid on the applicable Payment Date, and shall constitute a claim for a Surety Bond Payment or an Insured Payment, as the case may be, pursuant to the Debt Service Reserve Surety Bond or the Note Insurance Policy, respectively. The Note Insurer shall remit or cause to be remitted to the Insurance Paying Agent the amount of the Surety Bond Payment or Insured Payment, as the case may be. Upon receipt of such Surety Bond Payment or Insured Payment by the Insurance Paying Agent on behalf of the Noteholders, it shall remit such amounts to the Collateral Agent, who shall deposit such Surety Bond Payment or Insured Payment, as the case may be, in the Collection Account. The Note Paying Agent shall serve as Insurance Paying Agent hereunder for so long as the Debt Service Reserve Surety Bond or the Note Insurance Policy shall remain in effect; provided, however, that receive through the Insurance Paying Agent may be located in another jurisdiction with the written consent Agent, as attorney-in-fact of the Note Insurer. The Insurance Paying Agent shall act as the agent of the Note Paying Agent and shall (i) pay each Noteholder, any Surety Bond Payments and Insured Payments received from the Note Insurer as and disburse the same to each Noteholder in accordance with the provisions of this Article IV. Surety Bond Payments and Insured Payments disbursed by the Note Paying Agent from proceeds of the Policies shall direct and (ii) take not be considered payment by the Trust nor shall such other actions payments discharge the obligation of the Trust with respect to such Notes, and the Note Insurer and shall become the Policies as owner of the Note Paying Agent shall directright to receive such unpaid amounts due from the Trust in respect of the Notes. The Note Paying Agent shall act initially hereby agrees on behalf of each Noteholder for the benefit of the Note Insurer that it recognizes that to the extent the Note Insurer makes Surety Bond Payments or Insured Payments, either directly or indirectly (as by paying through the Insurance Paying Agent), to the Noteholders, the Note Insurer will be subrogated to the rights of the Noteholders with respect to such Surety Bond Payment or Insured Payment, as the case may be, shall be deemed to the extent of the payments so made to be a Noteholder and shall receive available funds in accordance with Section 4.2 until all such Surety Bond Payments and Insured Payments by the Note Insurer have been fully reimbursed. To evidence such subrogation, the Note Paying Agent shall, or shall cause the Note Registrar to, note the Note Insurer's rights as subrogee on the registration books maintained by the Note Registrar upon receipt from the Note Insurer of proof of payment of any Surety Bond Payment or Insured Payment.