Common use of Effective Date Actions Clause in Contracts

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities listing all Collateral Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date and included in the Assets on the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities delivered to the Trustee. (b) Within ten Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall request each Rating Agency rating a Class of Notes to confirm within 20 Business Days after the Effective Date, and to so notify in writing the Trustee and any Hedge Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If, within 20 Business Days after the Effective Date, any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, the Collateral Manager may, on behalf of the Issuer, within ten Business Days, provide to such Rating Agency a proposal (a "Proposal") with respect to the Collateral Debt Securities. If such Rating Agency does not accept the Proposal, or the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, a "Rating Confirmation Failure" shall have occurred. If such Rating Agency accepts the Proposal, a Rating Confirmation Failure shall not be deemed to have occurred unless and until the Collateral Manager fails to meet the conditions set forth in the Proposal in accordance with the time requirements set forth in such Proposal. Within ten Business Days after the conditions set forth in the Proposal have been satisfied, the Issuer shall be required to request a Rating Confirmation. If the relevant Rating Agency does not confirm its ratings, a Rating Confirmation Failure shall have occurred. If a Rating Confirmation Failure occurs, on the first Payment Date thereafter, (i) as provided in Section 10.4, all amounts remaining on deposit in the Unused Proceeds Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses (1) through (23) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (6) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, in each case sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full (and, in the case of the Class A-1AR Notes, the Class A-1AR Commitments have been reduced to zero). (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six Business Days after the Effective Date, an Accountants' Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Debt Securities (together with the Aggregate Class A-1AR Undrawn Amount) have an aggregate par amount (or, in the case of the Aggregate Class A-1AR Undrawn Amount, an aggregate dollar amount) equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants' associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th day following the Closing Date or the purchase of Collateral Debt Securities (together with the Aggregate Class A-1AR Undrawn Amount) having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Class A-1AR Note Agent, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date, the Rating Agency Condition has been satisfied and, so long as MBIA is deemed to be the Controlling Class hereunder, MBIA has consented. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities listing all Collateral Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date and included in the Assets on the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities delivered to the Trustee. (b) Within ten (10) Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall request each Rating Agency rating a Class of Notes to confirm within 20 twenty (20) Business Days after the Effective Date, and to so notify in writing the Trustee and any Hedge Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If, within 20 twenty (20) Business Days after the Effective Date, any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, the Collateral Manager may, on behalf of the Issuer, within ten (10) Business Days, provide to such Rating Agency a proposal (a "“Proposal"”) with respect to the Collateral Debt Securities. If such Rating Agency does not accept the Proposal, or the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, a "“Rating Confirmation Failure" ” shall have occurred. If such Rating Agency accepts the Proposal, a Rating Confirmation Failure shall not be deemed to have occurred unless and until the Collateral Manager fails to meet the conditions set forth in the Proposal in accordance with the time requirements set forth in such Proposal. Within ten (10) Business Days after the conditions set forth in the Proposal have been satisfied, the Issuer shall be required to must request a Rating Confirmation. If the relevant Rating Agency does not confirm its ratings, a Rating Confirmation Failure shall have occurred. If a Rating Confirmation Failure occurs, occurs on the first Payment Date thereafter, (i) as provided in Section 10.4, all amounts remaining on deposit in the Unused Proceeds Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses (1) through (2329) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (610) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, in each case sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full (and, in the case of the Class A-1AR Notes, the Class A-1AR Commitments have been reduced to zero)full. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six (6) Business Days after the Effective Date, an Accountants' ’ Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Debt Securities (together with the Aggregate Class A-1AR Undrawn Amount) have an aggregate par amount (or, in the case of the Aggregate Class A-1AR Undrawn Amount, an aggregate dollar amount) equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants' ’ associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th day following the Closing Date or the purchase of Collateral Debt Securities (together with the Aggregate Class A-1AR Undrawn Amount) having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Class A-1AR Note Agent, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date, Date and the Rating Agency Condition has been satisfied and, so long as MBIA is deemed to be the Controlling Class hereunder, MBIA has consentedsatisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities listing all Collateral Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date and included in the Assets on the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities delivered to the Trustee. (b) Within ten (10) Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall request each Rating Agency rating a Class of Notes to confirm within 20 twenty (20) Business Days after the Effective Date, and to so notify in writing the Trustee and any Hedge Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If, within 20 Business Days after the Effective Date, If any rating assigned as of the Closing Date to any Class of Notes has not been so confirmed, or is reduced or withdrawn, within twenty (20) Business Days after the Effective Date by any such Rating Agency, the Collateral Manager may, on behalf of the Issuer, within ten 10 Business Days, Days provide to such Rating Agency a proposal (a "“Proposal"”) with respect to the Collateral Debt Securities. If such Rating Agency does not accept the Proposal, Proposal or the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, a "“Rating Confirmation Failure" ” shall have occurred. If such Rating Agency accepts the Proposal, a Rating Confirmation Failure shall not be deemed to have occurred unless and until the Collateral Manager fails to meet the conditions set forth in the Proposal in accordance with the time requirements set forth in such Proposal. Within ten 10 Business Days after the conditions set forth in the Proposal have been satisfied, the Issuer shall be required to must request a Rating Confirmation. If the relevant Failure to receive such Rating Agency does not confirm its ratings, Confirmation shall result in a Rating Confirmation Failure shall have occurredFailure. If a Rating Confirmation Failure occurs, occurs on the first Payment Date thereafter, (i) as provided in Section 10.4, all amounts remaining on deposit in the Unused Proceeds Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses (1) through (2329) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (610) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, in each case sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full (and, in the case of the Class A-1AR Notes, the Class A-1AR Commitments have been reduced to zero)full. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six Business Days after the Effective Date, an Accountants' ’ Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Debt Securities (together with the Aggregate Class A-1AR Undrawn Amount) have an aggregate par amount (or, in the case of the Aggregate Class A-1AR Undrawn Amount, an aggregate dollar amount) equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants' ’ associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th 120th day following the Closing Date or the purchase of Collateral Debt Securities (together with the Aggregate Class A-1AR Undrawn Amount) having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Class A-1AR Note Agent, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date, Date and the Rating Agency Condition has been satisfied and, so long as MBIA is deemed to be the Controlling Class hereunder, MBIA has consentedsatisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each the Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities A listing all Collateral Debt Securities Mortgage Loans Granted to the Trustee pursuant to Section 7.17 7.18 on or before the Effective Date and included in the Assets Collateral on the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities A delivered to the Trustee. (b) Within ten 30 Business Days after the Effective Date, the Issuer shall provide, or (at the Issuer’s expense) cause the Collateral Manager to provide, with respect to each Additional Mortgage Loan, the following documents to the Trustee and the Rating Agency: (A) a report of the Collateral Manager (x) confirming the name of the borrower, the unpaid principal balance, coupon, maturity date and Xxxxx’x Rating with respect to each Additional Mortgage Loan and any Reinvestment Mortgage Loan owned by the Issuer as of the Effective Date, and (y) confirming that, as of the Effective Date, the Coverage Tests were satisfied with respect to the Closing Date Mortgage Loans, Additional Mortgage Loans and any Reinvestment Mortgage Loans acquired by the Issuer during the Ramp-Up Period and all of the applicable Eligibility Criteria were satisfied with respect to each Additional Mortgage Loan and any Reinvestment Mortgage Loan acquired by the Issuer during the Ramp-Up Period (the “Effective Date Report”) and (B) a certificate of the Collateral Manager on behalf of the Issuer certifying the receipt of an accountants’ report that specifies the agreed-upon procedures performed, at the request of the Issuer, on the items set forth in the Effective Date Report. If the Effective Date Report provided by the Collateral Manager confirms that the immediately foregoing subclause (A) have been met, then a Xxxxx’x Effective Date Deemed Rating Confirmation shall occur. If, within such 30 Business Day period the Issuer, or the Collateral Manager on behalf of the Issuer, fails to provide the items described in foregoing subclauses (A) shall request each Rating Agency rating a Class of Notes to confirm within 20 Business Days after the Effective Date, and to so notify in writing the Trustee and any Hedge Counterparty, that it has not reduced (B) or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If, within 20 Business Days after the Effective Date, any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced downgraded or withdrawn, a “Rating Confirmation Failure” shall occur. For the Collateral Manager mayavoidance of doubt, on behalf of the Issuer, within ten Business Days, provide to such Rating Agency a proposal (a "Proposal") with respect to the Collateral Debt Securities. If such Rating Agency does not accept the Proposal, or the Collateral Manager, on behalf of ’s certificate described in the Issuer, elects not to submit a Proposal, a "Rating Confirmation Failure" shall have occurred. If such Rating Agency accepts the Proposal, a Rating Confirmation Failure foregoing clause (B) shall not be deemed to have occurred unless and until include the Collateral Manager fails to meet the conditions set forth in the Proposal in accordance with the time requirements set forth in such Proposal. Within ten Business Days after the conditions set forth in the Proposal have been satisfied, the Issuer shall be required to request a Rating Confirmation. If the relevant Rating Agency does not confirm its ratings, a Rating Confirmation Failure shall have occurred. If a Rating Confirmation Failure occurs, on the first Payment Date thereafter, (i) as provided in Section 10.4, all amounts remaining on deposit in the Unused Proceeds Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses (1) through (23) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (6) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, in each case sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full (and, in the case of the Class A-1AR Notes, the Class A-1AR Commitments have been reduced to zero)Accountants’ Report. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six Business Days after the Effective Date, an Accountants' Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Debt Securities (together with the Aggregate Class A-1AR Undrawn Amount) have an aggregate par amount (or, in the case of the Aggregate Class A-1AR Undrawn Amount, an aggregate dollar amount) equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants' associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th day following the Closing Date or the purchase of Collateral Debt Securities (together with the Aggregate Class A-1AR Undrawn Amount) having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Class A-1AR Note Agent, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date, the Rating Agency Condition has been satisfied and, so long as MBIA is deemed to be the Controlling Class hereunder, MBIA has consented. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.

Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities Obligations listing all Collateral Debt Securities Obligations Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date and included in the Assets on the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities Obligations delivered to the Trustee. (b) Within ten (10) Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall request each Rating Agency rating a Class of Notes to confirm within 20 thirty (30) Business Days after the Effective Date, and to so notify in writing the Trustee and any Hedge Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If, within 20 thirty (30) Business Days after the Effective Date, any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, by any such Rating Agency, the Collateral Manager may, on behalf of the Issuer, within ten 10 Business Days, Days provide to such Rating Agency a proposal (a "“Proposal"”) with respect to the Collateral Debt SecuritiesObligations. If such Rating Agency does not accept the Proposal, Proposal or the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, a "“Rating Confirmation Failure" ” shall have occurred. If such Rating Agency accepts the Proposal, a Rating Confirmation Failure shall not be deemed to have occurred unless and until the Collateral Manager fails to meet the conditions set forth in the Proposal in accordance with the time requirements set forth in such Proposal. Within ten (10) Business Days after the conditions set forth in the Proposal have been satisfied, the Issuer shall be required to must request a Rating Confirmation. If the relevant Rating Agency does not confirm its ratingsrating, a Rating Confirmation Failure shall have occurred. If a Rating Confirmation Failure occurs, occurs on the first Payment Date thereafter, (i) as provided in Section 10.4, all amounts remaining on deposit in the Unused Proceeds Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses (1) through (2329) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (610) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, in each case sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full (and, in the case of the Class A-1AR Notes, the Class A-1AR Commitments have been reduced to zero)full. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six Business Days after the Effective Date, an Accountants' ’ Report, dated as of the Effective Date, confirming that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Debt Securities (together with Obligations and the Aggregate Class A-1AR A-1R Undrawn Amount) Amount have an aggregate par amount (or, in the case of the Aggregate Class A-1AR A-1R Undrawn Amount, an aggregate dollar amountvalue) equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants' ’ associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th 120th day following the Closing Date or the purchase of Collateral Debt Securities Obligations having an aggregate par amount (together with the Aggregate Class A-1AR A-1R Undrawn Amount) having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Class A-1AR A-1R Note Agent, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date, Date and the Rating Agency Condition has been satisfied and, so long as MBIA is deemed to be the Controlling Class hereunder, MBIA has consentedsatisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.