Common use of Preference Payments Clause in Contracts

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer of (i) a certified copy of such order, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount or otherwise with respect to such Preference Amount and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amount, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Owner of Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer). Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer Fiscal Agent of (i) a certified copy of the order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the final court order of the court exercising jurisdiction on behalf of the Owner and not to the Trustee or any Owner of directly unless such Owner has returned principal or interest paid on the Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid Certificates to such amount to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the order, in which case such payment shall will be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.END OF ARTICLE VII

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer Fiscal Agent of (i) a certified copy of the order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A A-2 Floating Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the final court order of the court exercising jurisdiction on behalf of the Owner and not to the Trustee or any Owner of directly unless such Owner has returned principal or interest paid on the Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid A-2 Floating Certificates to such amount to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the order, in which case such payment shall will be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A Certificate, by its purchase of Class A A-2 Floating Certificates, the Master Servicer and the Grantor Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Grantor Trustee and the Owner Owners of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.END OF ARTICLE VII

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer Fiscal Agent of (i) a certified copy of the order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Trust Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the final court order of the court exercising jurisdiction on behalf of the Owner and not to the Trustee or any Owner of directly unless such Owner has returned principal or interest paid on the Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid Trust Certificates to such amount to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the order, in which case such payment shall will be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A Trust Certificate, by its purchase of Class A Trust Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Trust Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.END OF ARTICLE VII

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer Fiscal Agent of (i) a certified copy of the order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the final court order of the court exercising jurisdiction on behalf of the Owner and not to the Trustee or any Owner of directly unless such Owner has returned principal or interest paid on the Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid Certificates to such amount to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the order, in which case such payment shall will be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Servicer, the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.END OF ARTICLE VII

Preference Payments. The (a) In the event that (i) any portion of any payment to the Subordination Agent, a Pass Through Trustee or any holder of any Pass Through Certificate Insurer will pay which is funded from a Specified Shortfall Payment shall have been avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, such Pass Through Trustee or such holder of any Insured Payment that is Pass Through Certificate becomes liable for such portion, or (ii) (x) the Lessee shall be the subject of a Preference Amount on voluntary or involuntary proceeding under Chapter 7 or Chapter 11 of the Business Day following receipt Bankruptcy Code on a Business Day date less than fifteen days prior to the expiration date of the Letter of Credit (after giving effect to any extensions of such expiration date) and (y) any portion of any payment to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate which is funded from a Specified Shortfall Payment could be avoided as a preference under Section 547 of the Bankruptcy Code and the Subordination Agent, such Pass Through Trustee or any holder of such Pass Through Certificate could become liable for such portion, the Subordination Agent shall: (A) upon the occurrence of an event described in foregoing clause (i), request a drawing under the Letter of Credit in an amount equal to the lesser of (x) such portion and (y) the maximum amount available under the Letter of Credit, and, notwithstanding any other provision hereof to the contrary, pay such amount to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate in payment of such portion; or (B) upon the occurrence of an event described in foregoing clause (ii), withdraw the maximum amount available under the Letter of Credit (the "Clause B Proceeds") and deposit such proceeds in the Escrow Account as provided in Section 3.7(b). (b) Upon receipt of Clause B Proceeds by the Subordination Agent, the Subordination Agent shall establish and maintain in its name, and deposit the Clause B Proceeds in, an account (the "Escrow Account") bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Subordination Agent, the Pass Through Trustee and any holder of any Pass Through Certificate. The Subordination Agent shall invest and reinvest funds on deposit in the Escrow Account in Specified Investments selected by the Subordination Agent if such investments are reasonably available and have maturities no later than 90 days following the date of such investment. All investment earnings or losses on funds on deposit in the Escrow Account shall be added to or subtracted from the Escrow Account. (c) If the Clause B Proceeds have been deposited in the Escrow Account, then, upon the occurrence of an event described in clause (i) of Section 3.7(a), the Subordination Agent shall withdraw from the Escrow Account an amount equal to the lesser of (x) such portion so avoided and (y) the amount then in the Escrow Account, and notwithstanding any other provision hereof to the contrary, pay such amount to the Subordination Agent, the Pass Through Trustee or any holder of any Pass Through Certificate Insurer in payment of such portion; provided, that if any unmatured Specified Investment is then in the Escrow Account, withdrawal shall be delayed until the maturity of such Specified Investment, and thereupon the proceeds thereof shall be withdrawn and paid as, and to the extent, aforesaid. (d) Upon receipt by the Subordination Agent of an order from a court of competent jurisdiction that confirms (i) a certified copy plan of reorganization of the Lessee or (ii) liquidation of the Lessee, the Subordination Agent shall withdraw from the Escrow Account and deposit in the Collection Account all amounts then in the Escrow Account; provided, that if any unmatured Specified Investment is then in the Escrow Account, withdrawal shall be delayed until the maturity of such orderSpecified Investment, and thereupon the proceeds thereof shall withdrawn and paid as aforesaid. (e) For purposes of this Section 3.7, (i) "Certificate Holder," "Lessee" and "Specified Shortfall Payment" shall have the meanings set forth in the Participation Agreement relating to any Indenture, (ii) an opinion "Bankruptcy Code" shall mean the U.S. Bankruptcy Reform Act of counsel satisfactory 1978, as amended from time to the Certificate Insurer that such order is final time, and not subject to appeal, (iii) an assignment "Letter of Credit" shall mean the Irrevocable Letter of Credit No. 0815 of Kreditanstalt fur Wiederaufbau in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims favor of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount or otherwise with respect to such Preference Amount and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amount, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Owner of Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer). Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the TrusteeSubordination Agent.

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer of (i) a certified copy of such order, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount or otherwise with respect to such Preference Amount and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner owner in any legal proceeding related to such Preference Amount, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order and not to the Trustee or any Owner of Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the orderOrder, in which case such payment shall be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer). Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.

Preference Payments. The Certificate Insurer will shall pay any Insured Payment that is Guaranteed Distribution, if avoided as a Preference Amount on preference payment under applicable bankruptcy, insolvency, receivership or similar law provided the Business Day following receipt on a Business Day by notices and conditions specified in the Certificate Insurance Policy are provided and fulfilled. The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has received written notice: (i) the commencement of any proceeding by or against the Depositor or a certified copy of such orderSeller commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (ii) an opinion the making of counsel satisfactory any Preference Claim with respect to the Certificate Insurer that such order is final and not subject to appealany payment of principal of, (iii) an assignment in such form as is reasonably required by the Certificate Insureror interest on, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount or otherwise with respect to such Preference Amount and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amount, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Owner of Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Certificates. Each Owner of a Class A CertificateOwner, by its purchase of the Class A Certificates, the Master Servicer and the Trustee hereby agree that that, so long as a Certificate Insurer Default shall not have occurred and be continuing, the Certificate Insurer may at any time during the continuation of any proceeding relating to a preference claim an Insolvency Proceeding direct all matters relating to such preference claimInsolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to such preference claim any Preference Claim at the expense of but subject to reimbursement as provided in the Insurance Agreement and (iii) the posting of any surety surety, supersedeas or performance bond pending any such appeal. In addition addition, and without limitation of the foregoing, as set forth in Section 11.22, the Certificate Insurer shall be subrogated to, and each Owner and the Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Master Servicer, the Trustee and the each Owner of each Class A Certificate in the conduct of any such preference claimInsolvency Proceeding, 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the TrusteeInsolvency Proceeding.

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer Fiscal Agent of (i) a certified copy of the order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the final court order of the court exercising jurisdiction on behalf of the Owner and not to the Trustee or any Owner of directly unless such Owner has returned principal or interest paid on the Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid Certificates to such amount to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the order, in which case such payment shall will be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Trust Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer Fiscal Agent of (i) a certified copy of the order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the final court order of the court exercising jurisdiction on behalf of the Owner and not to the Trustee or any Owner of directly unless such Owner has returned principal or interest paid on the Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid Certificates to such amount to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the order, in which case such payment shall will be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.END OF ARTICLE VII 76

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer Fiscal Agent of (i) a certified copy of the order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the final court order of the court exercising jurisdiction on behalf of the Owner and not to the Trustee or any Owner of directly unless such Owner has returned principal or interest paid on the Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid Certificates to such amount to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the order, in which case such payment shall will be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.

Preference Payments. The Subject to the terms of the related Certificate Insurance Policy, the Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by State Street Bank and Trust Company, N.A., its fiscal agent (the Certificate Insurer "Fiscal Agent") of (i) a certified copy of an order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is if reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners Owner relating to or arising under the Class A Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount and preference payment, (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate InsurerInsurer and (v) a Notice (as described in the Certificate Insurance Policy), provided provided, that if such documents are received after 12:00 noon 5:00 p.m. New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payments shall be disbursed to the receiver or the trustee in bankruptcy named in the final order of the court exercising on behalf of the Owner and not to any Owner directly unless such Owner has returned principal or interest paid on the Class A Certificates to such receiver or trustee in bankruptcy, in which case payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order and not to the Trustee or any Owner of Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A or Class S Certificate, by its purchase of Class A or Class S Certificates, the Master related Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master related Servicer, the Trustee and the Owner of each Class A or Class S Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer Fiscal Agent of (i) a certified copy of the order requiring the return of such orderPreference Amount, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount preference payment or otherwise with respect to such Preference Amount preference payment and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner in any legal proceeding related to such Preference Amountpreference payment, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the final court order of the court exercising jurisdiction on behalf of the Owner and not to the Trustee or any Owner of directly unless such Owner has returned principal or interest paid on the Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid Certificates to such amount to the receiver, conservator, debtor-in-possession receiver or trustee in bankruptcy named in the order, in which case such payment shall will be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Owner. Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.END OF ARTICLE VII ARTICLE VIII

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer of (i) a certified copy of such order, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount or otherwise with respect to such Preference Amount and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner owner in any legal proceeding related to such Preference Amount, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-in- possession or trustee in bankruptcy named in the order Order and not to the Trustee or any Owner of Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the orderOrder, in which case such payment shall be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer). Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.

Preference Payments. The Certificate Insurer will pay any Insured Payment that is a Preference Amount on the Business Day following receipt on a Business Day by the Certificate Insurer of (i) a certified copy of such order, (ii) an opinion of counsel satisfactory to the Certificate Insurer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Certificate Insurer, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners relating to or arising under the Class A Certificates against the debtor which made such Preference Amount or otherwise with respect to such Preference Amount and (iv) appropriate instruments to effect the appointment of the Certificate Insurer as agent for such Owner owner in any legal proceeding related to such Preference Amount, such instruments being in a form satisfactory to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession impossession or trustee in bankruptcy named in the order Order and not to the Trustee or any Owner of Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the orderOrder, in which case such payment shall be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer). Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.72

Preference Payments. The As provided by the Certificate Insurance Policy, the Certificate Insurer will pay any amount payable thereunder no later than 12:00 noon, New York City time, on the later of the Payment Date on which the related Insured Payment that Amount is a Preference Amount on due or the Business Day following receipt in New York, New York on a Business Day by the Certificate Insurer of a notice in the form attached to the Certificate Insurance Policy; provided that, if such notice is received after 12:00 noon, New York City time, on such Business Day, it will be deemed to be received on the following Business Day. If any such notice is not in proper form or is otherwise insufficient for the purpose of making a claim under the Certificate Insurance Policy, it shall be deemed not to have been received for purposes of this paragraph, and the Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice. The Certificate Insurer shall pay any Preference Amount when due to be paid pursuant to the Order referred to below, but in any event no earlier than the third Business Day following receipt by the Certificate Insurer of (i) a certified copy of a final, non-appealable order of a court or other body exercising jurisdiction in such orderinsolvency proceeding to the effect that the Owner is required to return such Preference Amount paid during the term of the Certificate Insurance Policy because such payments were avoided as a preferential transfer or otherwise rescinded or required to be restored by the Owner (the "Order"), (ii) an opinion a certificate by or on behalf of counsel satisfactory to the Certificate Insurer Owner that such order the Order has been entered and is final and not subject to appealany stay, (iii) an assignment assignment, in such form as is reasonably required by and substance satisfactory to the Certificate Insurer, duly executed and delivered by the Owner, irrevocably assigning to the Certificate Insurer all rights and claims of the Owners Owner relating to or arising under the Class A Certificates Indenture against the debtor which made such Preference Amount estate of the Indenture Trustee or otherwise with respect to such Preference Amount and (iv) appropriate instruments to effect the appointment a Notice of the Certificate Insurer Nonpayment (attached as agent for such Owner in any legal proceeding related to such Preference Amount, such instruments being in a form satisfactory an Exhibit to the Certificate Insurer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on Insurance Policy) appropriately completed and executed by the following Business DayOwner. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order Order, and not to the Trustee or any Owner directly, unless the Owner has made a payment of Class A Certificate directly (unless an Owner of a Class A Certificate has previously paid such amount the Preference Amount to the court or such receiver, conservator, debtor-in possession or trustee in bankruptcy named in the Order, in which case the Certificate Insurer will pay the Owner, subject to the delivery of (a) the items referred to in clauses (i), (ii), (iii) and (iv) above to the Certificate Insurer and (b) evidence satisfactory to the Certificate Insurer that payment has been made to such court or receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the order, in which case such payment shall be disbursed to the Trustee for distribution to such Owner upon proof of such payment reasonably satisfactory to the Certificate Insurer)Order. Each Owner of a Class A Certificate, by its purchase of Class A Certificates, the Master Servicer and the Trustee hereby agree that the Certificate Insurer 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, the direction of any appeal of any order relating to such preference claim and the posting of any surety or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to the rights of the Servicer, the Master Servicer, the Trustee and the Owner of each Class A Certificate 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. Each Owner of a Class A Certificate will promptly notify the Trustee in writing upon the receipt of a court order relating to a Preference Amount and will be required to enclose a copy of such order with such notice to the Trustee.END OF ARTICLE VII