Common use of Claims upon the Policy Clause in Contracts

Claims upon the Policy. (a) If, by the close of business ---------------------- on the third Business Day prior to a Distribution Date, the sum of Investor Interest Collections, amounts available from the Deferred Interest Account and amounts on deposit in the Spread Account are insufficient after the allocation of Transferor Interest and Principal Collections in accordance with Section 5.01(c) to pay the Guaranteed Distribution on such Distribution Date, then the Trustee shall give notice to the Credit Enhancer by telephone or telecopy of the amount equal to the Credit Enhancement Draw Amount. Such notice of such sum shall be confirmed in writing to the Credit Enhancer at or before 2:00 p.m., New York City time, on the second Business Day prior to such Distribution Date. Following receipt by the Credit Enhancer of such notice in such form, the Credit Enhancer will pay to the Trustee for deposit into the Collection Account any amount payable under the Policy on the later to occur of (i) 11:00 a.m. New York City time, on the Business Day next succeeding receipt and (ii) 11:00 a.m., New York City time, on the Business Day immediately preceding the Distribution Date to which such deficiency relates. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Trustee. (c) The Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Investor 63 Certificates. Each Investor Certificateholder by its purchase of such Certificates, the Servicer, the Transferor and the Depositor and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Servicer, the Transferor, the Depositor, the Trustee, each Investor Certificateholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Claims upon the Policy. (a) If, by the close of business ---------------------- on the third Business Day prior to a Distribution Payment Date, the sum of the funds then on deposit in the Collection Account for the related Collection Period which are payable to the Investor Interest CollectionsCertificateholders pursuant to Sections 5.01(a), amounts available from (b) and (g) (after giving effect to the Deferred Interest Account distribution of the Trustee Fee and the Premium), the amounts on deposit in the Spread Account, amounts transferred from the Funding Account to the Collection Account pursuant to Sections 5.05(c)(ii) and 5.05(c)(iii)(B) and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient after the allocation of Transferor Interest and Principal Collections in accordance with Section 5.01(c) to pay the Guaranteed Distribution on such Distribution Payment Date, then the Trustee shall give notice to the Credit Enhancer by telephone or telecopy of the amount equal to the Credit Enhancement Draw Amount. Such notice of such sum shall be confirmed in writing to the Credit Enhancer at or before 2:00 p.m.10:00 a.m., New York City time, on the second Business Day prior to such Distribution Payment Date. Following receipt by the Credit Enhancer of such notice in such form, the Credit Enhancer will pay to the Trustee for deposit into the Collection Account any amount payable under the Policy on the later to occur of (i) 11:00 a.m. New York City time, on the Business Day next succeeding receipt and (ii) 11:00 a.m.12:00 noon, New York City time, on the Business Day immediately preceding following such receipt and (ii) 12:00 noon, New York City time, on the Distribution Payment Date to which such deficiency relates. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Trustee. (c) The Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Investor 63 Certificates. Each Investor Certificateholder by its purchase of such Certificates, the Servicer, the Transferor and the Depositor Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Servicer, the Transferor, the Depositor, the Trustee, each Investor Certificateholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Claims upon the Policy. (a) If, by the close of business ---------------------- on the third Business Day Determination Date prior to a Distribution Date, the sum of Investor Noteholders' Interest Collections, Principal Collections distributable to Noteholders, amounts available from the Deferred Capitalized Interest Account, the Funding Account and amounts on deposit in the Spread Account are insufficient after the allocation of Transferor Certificateholders' Interest Collections and Certificateholders' Principal Collections in accordance with Section 5.01(c8.3(c) of the Indenture to pay the Guaranteed Distribution on such Distribution Date, then the Indenture Trustee shall give notice (the "Note Policy Claim Amount") to the Credit Enhancer by telephone or telecopy of the amount equal to the Credit Enhancement Draw Amount. Such notice of such sum shall be confirmed in writing to the Credit Enhancer at or before 2:00 p.m., New York City time, on the second Business Day prior to immediately following such Distribution Determination Date. Following receipt by the Credit Enhancer of such notice in such form, the Credit Enhancer will pay to the Indenture Trustee for deposit into the Collection Account any the amount payable under the Policy on the later to occur of (i) 11:00 12:00 a.m. New York City time, on the Business Day next succeeding receipt of such notice and (ii) 11:00 12:00 a.m., New York City time, on the Business Day immediately preceding the Distribution Date to which such deficiency relates. (b) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate Note from moneys monies received under the Policy. The Credit Enhancer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Indenture Trustee. (c) The Indenture Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Indenture Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Investor 63 CertificatesNotes. Each Investor Certificateholder Noteholder by its purchase of such CertificatesNotes, the Servicer, the Transferor Sponsor and the Depositor and the Indenture Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Servicer, the TransferorSponsor, the Depositor, the Trustee, Indenture Trustee and each Investor Certificateholder Noteholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.

Claims upon the Policy. (a) IfAs soon as possible, by the close of business ---------------------- on the third Business Day prior to a Distribution Date, the sum of Investor Interest Collections, amounts available from the Deferred Interest Account and amounts on deposit in the Spread Account are insufficient after the allocation of Transferor Interest and Principal Collections in accordance with Section 5.01(c) to pay the Guaranteed Distribution on such Distribution Date, then the Trustee shall give notice to the Credit Enhancer by telephone or telecopy of the amount equal to the Credit Enhancement Draw Amount. Such notice of such sum shall be confirmed in writing to the Credit Enhancer at or before 2:00 p.m., no event later than 10:00 a.m. New York City time, time on the second Business Day prior immediately preceding the Payment Date, the Indenture Trustee shall furnish the Insurer and the Servicer with a completed notice in the form set forth as Exhibit A to the Policy (the “Notice”) in the event that the Insured Payment for such Distribution DatePayment Date is an amount greater than zero. Following The Notice shall specify the amount of the Insured Payment and shall constitute a claim for an Insured Payment pursuant to the Policy. Upon receipt of an Insured Payment on behalf of the Holders of the Notes under the Policy, the Indenture Trustee shall deposit such Insured Payment in the Payment Account and shall distribute such Insured Payment on the Payment Date or on the date of receipt by the Credit Enhancer of such notice in such formIndenture Trustee, if received after the Credit Enhancer will pay Payment Date, to the Trustee for deposit into Noteholders as a payment of interest or principal, as the Collection Account any amount payable under the Policy on the later to occur of (i) 11:00 a.m. New York City time, on the Business Day next succeeding receipt and (ii) 11:00 a.m., New York City time, on the Business Day immediately preceding the Distribution Date to which such deficiency relatescase may be. (b) The Indenture Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer Insurer shall have the right to inspect such records at reasonable times during normal business hours of the Indenture Trustee upon one four Business Day's Days’ prior written notice to the Indenture Trustee. (c) The Trustee shall promptly notify Subject to the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer terms of the Trustee has actual knowledgePolicy, seeking the avoidance as if a preferential transfer payment of principal or interest previously paid to a Noteholder is voided under any applicable bankruptcy, insolvency, receivership or similar law in an insolvency proceeding, and as a result, the Indenture Trustee is required to return such voided payment, or any portion of such voided payment, made in respect of the Notes, the Indenture Trustee or any Holder shall furnish to the Fiscal Agent for the Insurer (i) a "Preference Claim"certified copy of the order requiring the return of a preference payment, (ii) an opinion of any distribution counsel satisfactory to the Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Insurer, irrevocably assigning to the Insurer all rights and claims of the Holder relating to or arising under the Notes against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) appropriate instruments to effect the Investor 63 Certificates. Each Investor Certificateholder by its purchase appointment of the Insurer as agent for such Certificates, the Servicer, the Transferor and the Depositor and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer Default exists) may at Holder in any time during the continuation of any legal proceeding relating to a Preference Claim direct all matters relating related to such Preference Claimpreference payment, includingsuch instruments being in a form satisfactory to the Insurer; provided, without limitationthat if such documents are received by the Fiscal Agent for the Insurer after 12:00 p.m., (i) New York City time, on such Business Day, they will be deemed to be received on the direction following Business Day. Such payments shall be disbursed to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Holder and not to any appeal of any order relating Holder directly unless such Holder has returned principal or interest paid on the Notes to such Preference Claim and receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Holder. The Indenture Trustee is not permitted to make a claim on the Trust or on any Noteholder for payments made to any Noteholder which are characterized as preference payments by any bankruptcy court having jurisdiction over any bankrupt Mortgagor unless ordered to do so by such bankruptcy court. (iid) Any amounts received by the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation Indenture Trustee pursuant to the Policy in respect of the foregoing, the Credit Enhancer Notes shall be subrogated deposited to the rights of Payment Account and be used solely to make a payment to the Servicer, the Transferor, the Depositor, the Trustee, each Investor Certificateholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference ClaimNoteholders.

Claims upon the Policy. (a) If, by the close of business ---------------------- on the third Business Day prior to a Distribution Payment Date, the sum of the funds then on deposit in the Collection Account for the related Collection Period which are payable to the Investor Interest CollectionsCertificateholders pursuant to Sections 5.01(a), amounts available from (b) and (g) (after giving effect to the Deferred Interest Account distribution of the Trustee Fee and the Premium), the amounts on deposit in the Spread Account, amounts transferred from the Funding Account to the Collection Account pursuant to Sections 5.05(c)(ii) and 5.05(c)(iii)(B) and the amount, if any, deposited into the Collection Account pursuant to Section 4.05 are insufficient after the allocation of Transferor Interest and Principal Collections in accordance with Section 5.01(c) to pay the Guaranteed Distribution on such Distribution Payment Date, then the Trustee shall give notice to the Credit Enhancer by telephone or telecopy of the amount equal to the Credit Enhancement Draw Amount. Such notice of such sum shall be confirmed in writing to the Credit Enhancer at or before 2:00 p.m.10:00 a.m., New York City time, on the second Business Day prior to such Distribution Payment Date. Following receipt by the Credit Enhancer of such notice in such form, the Credit Enhancer will pay to the Trustee for deposit into the Collection Account any amount payable under the Policy on the later to occur of (i) 11:00 a.m. New York City time, on the Business Day next succeeding receipt and (ii) 11:00 a.m.12:00 noon, New York City time, on the Business Day immediately preceding following such receipt and (ii) 12:00 noon, New York City time, on the Distribution Payment Date to which such deficiency relates. (b) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of any Investor Certificate from moneys received under the Policy. The Credit Enhancer shall have the right to inspect such records at reasonable times during normal business hours upon one Business Day's prior notice to the Trustee. (c) The Trustee shall promptly notify the Credit Enhancer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference ClaimPREFERENCE CLAIM") of any distribution made with respect to the Investor 63 Certificates. Each Investor Certificateholder by its purchase of such Certificates, the Servicer, the Transferor and the Depositor Servicer and the Trustee hereby agree that, the Credit Enhancer (so long as no Credit Enhancer Default exists) may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Credit Enhancer shall be subrogated to the rights of the Servicer, the Transferor, the Depositor, the Trustee, each Investor Certificateholder in the conduct of any such Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.