The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v), the Master Servicer determines that a Deficiency Amount exists for such Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount. (b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A Certificateholders, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvested. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due to the Class A Certificateholders on such Distribution Date, as follows: (i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c). (c) The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such Class A Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, by its acceptance of its Class A Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A Certificateholders to the extent of such payments.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp), Pooling and Servicing Agreement (Residential Asset Securities Corp), Pooling and Servicing Agreement (Residential Asset Securities Corp)
The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v), the Master Servicer Trustee determines that a Deficiency Amount exists for such Distribution Date, the Trustee shall complete the Notice notice as set forth in the Certificate Guaranty Insurance Policy (the “Notice”) and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A A-1W Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A A-1W Certificateholders, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvested. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due to the Class A A-1W Certificateholders on such Distribution Date, as follows:
: (i) the portion of any such Deficiency Amount related to clauses (i) the first and (ii) second sentences of the definition of Deficiency Amount shall be distributed among the related Class A A-1W Certificateholders on a pro rata basis in accordance with their respective shortfalls or allocations of Realized Losses, as applicable; and (ii) the portion of any such Deficiency Amount related to clause (iii) the third sentence of the definition of Deficiency Amount shall be distributed to the related Class A A-1W Certificateholders in accordance with Section 9.01(c9.01(a).
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A A-1W Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such Class A A-1W Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A A-1W Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A A-1W Certificateholders. The Trustee hereby agrees on behalf of each Class A A-1W Certificateholder (and each Class A A-1W Certificateholder, by its acceptance of its Class A A-1W Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A A-1W Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A A-1W Certificateholders to the extent of such payments.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp), Pooling and Servicing Agreement (Impac Secured Assets Corp), Pooling and Servicing Agreement (Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2005-2)
The Certificate Guaranty Insurance Policy. (ai) If pursuant to Section 4.04(a)(v), the Master Servicer Trustee determines that a Deficiency an Insured Amount exists to be covered by the Certificate Guaranty Insurance Policy will exist for such the related Distribution Date, the Trustee shall complete the Notice notice in the form of Exhibit A to the Certificate Guaranty Insurance Policy (the “Notice”) and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the second Business Day immediately preceding each such Distribution Date, as a claim for an the amount of such Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.
(bii) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A CertificatesAM Certificates over which the Trustee shall have the exclusive control and sole right of withdrawal. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the Class A CertificateholdersAM Certificates, the Trustee shall deposit such Insured Amount in the Insurance AccountAccount and distribute such amount only for purposes of payment to the Class AM Certificates of the Insured Amount for which a claim was made. All amounts Any such Insured Amount may not be applied to satisfy any costs, expenses or liabilities of the Seller, the Depositor, the Trustee or the Trust Fund or to pay any other Class of Certificates. Amounts paid under the Certificate Guaranty Insurance Policy, to the extent needed to pay the Insured Amount, shall be disbursed by the Trustee to the Holders of the Class AM Certificates. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay other distributions to the Holders of the Class AM Certificates with other funds available to make such payment. However, the amount of any payment of principal or of interest on deposit the Class AM Certificates to be paid from funds transferred from the Insurance Account shall be noted as provided in paragraph (d) below and in the statement to be furnished to Holders of the Class AM Certificates pursuant to Section 4.02. Funds held in the Insurance Account shall remain uninvestednot be invested. On each Any funds remaining in the Insurance Account on the first Business Day following the later of (i) the related Distribution DateDate or (ii) the date received by the Trustee, shall be returned to the Certificate Insurer pursuant to the written instructions of the Certificate Insurer by the end of such Business Day.
(iii) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of the Class AM Certificates from moneys received under the Certificate Guaranty Insurance Policy. The Certificate Insurer 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.
(iv) In the event that the Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to so notify the Certificate Account. The Trustee Insurer, shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together comply with the distributions due to the Class A Certificateholders on such Distribution Date, as follows:
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c).
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such Class A Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds provisions of the Certificate Guaranty Insurance Policy to obtain payment by the Certificate Insurer of such Preference Amount in the amount of such voided Insured Amount, and shall, at the time it provides notice to the Certificate Insurer, notify, by mail the Holders of the Class AM Certificates that, in the event any Holder’s Insured Amount is so recovered, such Holder of a Class AM Certificate will be entitled to payment pursuant to the Certificate Guaranty Insurance Policy, a copy of which shall be made available through the Trustee or the Certificate Insurer, and the Trustee shall furnish to the Certificate Insurer, its records evidencing the payments which have been made by the Trustee and subsequently recovered from the Holders of the Class AM Certificates and dates on which such payments were made.
(v) The Trustee shall promptly notify the Certificate Insurer 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 Class AM Certificates. Each Holder of a Class AM Certificate, by its purchase of such Class AM Certificate, the Depositor and the Trustee agree that the Certificate Insurer (so long as no Certificate Insurer 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 or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Certificate Insurer shall be subrogated to, and each Holder of a Class AM Certificate and the Trustee hereby delegates and assigns to the Certificate Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Holder of a Class AM Certificate in the conduct of any such Preference Claim, including, without limitation, all rights of any party to any adversary proceeding or action with respect to any court order issued in connection with any such Preference Claim.
(vi) The Trustee shall, upon retirement of the Class AM Certificates, furnish to the Certificate Insurer a notice of such retirement, and, upon retirement of the Class AM Certificates and the expiration of the term of the Certificate Guaranty Insurance Policy, surrender the Certificate Guaranty Insurance Policy to the Certificate Insurer for cancellation.
(vii) The Trustee will hold the Certificate Guaranty Insurance Policy in trust as agent for the Holders of the Class AM Certificates for the purpose of making claims thereon and distributing the proceeds thereof. Neither the Certificate Guaranty Insurance Policy nor the amounts paid on the Certificate Guaranty Insurance Policy will constitute part of the Trust Fund created by this Agreement. Each Holder of the Class AM Certificates, by accepting its Class AM Certificates, appoints the Trustee as attorney in fact for the purpose of making claims on the Certificate Guaranty Insurance Policy.
(viii) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Class AM Certificates, which is made with moneys received pursuant to the terms of the Certificate Guaranty Insurance Policy, shall not be considered payment by of the Class AM Certificates from the Trust Fund with respect to Fund. The Depositor and the Class A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereofTrustee acknowledge, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, Holder by its acceptance of its a Class A CertificatesAM Certificate agrees, hereby agrees) that without the need for any further action on the benefit part of the Certificate Insurer that Insurer, the Depositor or the Trustee shall recognize that (a) to the extent the Certificate Insurer pays Insured Amountsmakes payments, either directly or indirectly (as by paying through indirectly, on account of principal or interest on the Trustee), Class AM Certificates to the Holders of such Class A CertificateholdersAM Certificates, the Certificate Insurer will be entitled fully subrogated to, and the Trustee and each Holder of a Class AM Certificate, hereby delegate and assign to be subrogated the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund, including, without limitation, any amounts due to the Holders of the Class A Certificateholders AM Certificates, in respect of securities law violations arising from the offer and sale of the Class AM Certificates and (b) the Certificate Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in this Agreement. The Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.
(ix) By accepting its Class AM Certificate, each Holder of a Class AM Certificate agrees that, unless a Certificate Insurer Default exists, the Certificate Insurer shall be deemed to be the Holder of the Class AM Certificate for all purposes (other than with respect to the extent receipt of such paymentspayment on the Class AM Certificates) and shall have the right to exercise all rights (including, without limitation, voting rights) of the Holders of the Class AM Certificates under this Agreement without any further consent of the Holders of the Class AM Certificates. All notices, statement reports, certificates or opinions required by this Agreement to be sent to any Holders of Class AM Certificates shall also be sent to the Certificate Insurer.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Impac Secured Assets Trust 2007-3), Pooling and Servicing Agreement (Impac Secured Assets Trust 2007-3), Pooling and Servicing Agreement (Impac Secured Assets Trust 2007-3)
The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v), the Master Servicer Trustee determines that a Deficiency Amount exists for such Distribution Date, the Trustee shall complete the Notice notice as set forth in the Certificate Guaranty Insurance Policy (the "Notice") and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A A-1W Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A A-1W Certificateholders, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvested. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due to the Class A A-1W Certificateholders on such Distribution Date, as follows:
: (i) the portion of any such Deficiency Amount related to clauses (i) the first and (ii) second sentences of the definition of Deficiency Amount shall be distributed among the related Class A A-1W Certificateholders on a pro rata basis in accordance with their respective shortfalls or allocations of Realized Losses, as applicable; and (ii) the portion of any such Deficiency Amount related to clause (iii) the third sentence of the definition of Deficiency Amount shall be distributed to the related Class A A-1W Certificateholders in accordance with Section 9.01(c9.01(a).
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A A-1W Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such Class A A-1W Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A A-1W Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A A-1W Certificateholders. The Trustee hereby agrees on behalf of each Class A A-1W Certificateholder (and each Class A A-1W Certificateholder, by its acceptance of its Class A A-1W Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A A-1W Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A A-1W Certificateholders to the extent of such payments.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp), Pooling and Servicing Agreement (Impac Secured Assets Corp)
The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v), the Master Servicer determines and notifies the Trustee that a Deficiency an Insured Amount exists and the amount of such Insured Amount for such any Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Insured Amount.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A Certificateholders, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvested. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate AccountAccount and distribute such Insured Amount pursuant to Section 4.02. The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due to the Class A Certificateholders on such Distribution Date, as follows:
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c).112
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such Class A Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, by its acceptance of its Class A Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A Certificateholders to the extent of such payments.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)
The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v4.04(a)(vii), the Master Servicer determines and notifies a Responsible Officer the Trustee in writing that a Deficiency an Insured Amount exists and the amount of such Insured Amount for such any Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Insured Amount.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A A-II Certificates and Class A-III Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A CertificateholdersA-II Certificates or Class A-III Certificates, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvesteduninvested with no liability for interest or other compensation thereon. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall Account and distribute on each Distribution Date the Deficiency such Insured Amount for such Distribution Date from the Certificate Account, together with the distributions due pursuant to the Class A Certificateholders on such Distribution Date, as follows:
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c)4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A A-II Certificateholder and Class A-III Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such the Class A Certificateholders A-II Certificates and Class A-III Certificates as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A A-II Certificates and Class A-III Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A A-II Certificateholders and Class A-III Certificateholders. The Trustee hereby agrees on behalf of each Class A A-II Certificateholder and Class A-III Certificateholder (and each Class A A-II Certificateholder and Class A-III Certificateholder, by its acceptance of its Class A A-II Certificates or Class A-III Certificates, as applicable, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A CertificateholdersA-II Certificates and Class A-III Certificates, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A A-II Certificateholders and Class A-III Certificateholders to the extent of such payments.. 127
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)
The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v), the Master Servicer determines that a Deficiency Amount exists for such Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A Certificateholders, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvested. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due to the Class A Certificateholders on such Distribution Date, as follows:
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the 125 related Class A Certificateholders in accordance with Section 9.01(c).
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such Class A Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, by its acceptance of its Class A Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A Certificateholders to the extent of such payments.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)
The Certificate Guaranty Insurance Policy. (a) [If pursuant to Section 4.04(a)(v), the Master Servicer determines and notifies a Responsible Officer of the Trustee in writing that a Deficiency Amount exists an Insured Payment is required and the amount of such Insured Payment for such any Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the second Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) Payment in an amount equal to such Deficiency AmountInsured Payment.]
(b) [The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A Certificates. Upon receipt of an Insured Amount Payment from the Certificate Insurer on behalf of the Class A CertificateholdersCertificates, the Trustee shall deposit such Insured Amount Payment in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvesteduninvested with no liability for interest or other compensation thereon. On each Distribution Date, the Trustee shall transfer any Insured Amount Payment then on deposit in the Insurance Account to the Certificate Account. The Trustee shall Account and distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due Insured Payment pursuant to the Class A Certificateholders on such Distribution Date, as follows:
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c)4.02.]
(c) [The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount Payment from the Certificate Insurer and (ii) distribute such Insured Amount Payment to such the Class A Certificateholders Certificates as set forth in subsection (b) above. Insured Amounts Payments disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A Certificates, nor shall such disbursement of such Insured Amounts Payments discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts Payments as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, by its acceptance of its Class A Certificates, as applicable, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured AmountsPayments, either directly or indirectly (as by paying through the Trustee), to the Class A CertificateholdersCertificates, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A Certificateholders to the extent of such payments.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Phoenix Residential Securities, LLC)
The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v4.04(a)(vii), the Master Servicer determines and notifies a Responsible Officer the Trustee in writing that a Deficiency an Insured Amount exists and the amount of such Insured Amount for such any Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Insured Amount.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A CertificateholdersCertificates, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvesteduninvested with no liability for interest or other compensation thereon. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall Account and distribute on each Distribution Date the Deficiency such Insured Amount for such Distribution Date from the Certificate Account, together with the distributions due pursuant to the Class A Certificateholders on such Distribution Date, as follows:
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c)4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such the Class A Certificateholders Certificates as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, by its acceptance of its Class A Certificates, as applicable, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A CertificateholdersCertificates, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A Certificateholders to the extent of such payments.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)
The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v), the Master Servicer Securities Administrator determines that a Deficiency Amount exists for such Distribution Date, the Trustee Securities Administrator shall complete the Notice and notice as set forth in the Certificate Guaranty Insurance Policy (the "Notice")and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee Securities Administrator shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.
(b) The Trustee Securities Administrator shall establish and maintain the Insurance Account on behalf of the Holders of the Class 2-A Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A Certificateholders, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvested. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due to the Class A Certificateholders on such Distribution Date, as follows:the
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class 2-A Certificateholders on a pro rata basis in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class 2-A Certificateholders in accordance with Section 9.01(c9.01(a).
(c) The Trustee Securities Administrator shall (i) receive as attorney-in-fact of each Class 2-A Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such Class 2-A Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee Securities Administrator from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class 2-A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class 2-A Certificateholders. The Trustee Securities Administrator hereby agrees on behalf of each Class 2-A Certificateholder (and each Class 2-A Certificateholder, by its acceptance of its Class 2-A Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee Securities Administrator shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the TrusteeSecurities Administrator), to the Class 2-A Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class 2-A Certificateholders to the extent of such payments.. 115
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp)
The Certificate Guaranty Insurance Policy. (a) If pursuant to Section 4.04(a)(v), the Master Servicer determines and notifies a Responsible Officer of the Trustee in writing that a Deficiency Amount exists an Insured Payment is required and the amount of such Insured Payment for such any Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the second Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) Payment in an amount equal to such Deficiency AmountInsured Payment.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A Certificates. Upon receipt of an Insured Amount Payment from the Certificate Insurer on behalf of the Class A CertificateholdersCertificates, the Trustee shall deposit such Insured Amount Payment in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvesteduninvested with no liability for interest or other compensation thereon. On each Distribution Date, the Trustee shall transfer any Insured Amount Payment then on deposit in the Insurance Account to the Certificate Account. The Trustee shall Account and distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due Insured Payment pursuant to the Class A Certificateholders on such Distribution Date, as follows:
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c)4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount Payment from the Certificate Insurer and (ii) distribute such Insured Amount Payment to such the Class A Certificateholders Certificates as set forth in subsection (b) above. Insured Amounts Payments disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A Certificates, nor shall such disbursement of such Insured Amounts Payments discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts Payments as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, by its acceptance of its Class A Certificates, as applicable, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured AmountsPayments, either directly or indirectly (as by paying through the Trustee), to the Class A CertificateholdersCertificates, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A Certificateholders to the extent of such payments.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RASC Series 2007-Emx1 Trust)
The Certificate Guaranty Insurance Policy. (ai) If pursuant to Section 4.04(a)(v), the Master Servicer Trustee determines that a Deficiency an Insured Amount exists to be covered by the Certificate Guaranty Insurance Policy will exist for such the related Distribution Date, the Trustee shall complete the Notice notice in the form of Exhibit A to the Certificate Guaranty Insurance Policy (the “Notice”) and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the second Business Day immediately preceding each such Distribution Date, as a claim for an the amount of such Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.
(bii) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class 1-AM Certificates and Class 2-A CertificatesCertificates over which the Trustee shall have the exclusive control and sole right of withdrawal. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Holders of the Class 1-AM Certificates or Class 2-A CertificateholdersCertificates, as the case may be, the Trustee shall deposit such Insured Amount in the Insurance AccountAccount and distribute such amount only for purposes of payment to the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, of the Insured Amount for which a claim was made. All amounts Any such Insured Amount may not be applied to satisfy any costs, expenses or liabilities of the Seller, the Depositor, the Trustee or the Trust Fund or to pay any other Class of Certificates. Amounts paid under the Certificate Guaranty Insurance Policy, to the extent needed to pay the Insured Amount, shall be disbursed by the Trustee to the Holders of the Class 1-AM Certificates or Class 2-A Certificates, as the case may be. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay other distributions to the Holders of the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, with other funds available to make such payment. However, the amount of any payment of principal or of interest on deposit the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, to be paid from funds transferred from the Insurance Account shall be noted as provided in paragraph (d) below and in the statement to be furnished to Holders of the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, pursuant to Section 4.02. Funds held in the Insurance Account shall remain uninvestednot be invested. On each Any funds remaining in the Insurance Account on the first Business Day following the later of (i) the related Distribution DateDate or (ii) the date received by the Trustee, shall be returned to the Certificate Insurer pursuant to the written instructions of the Certificate Insurer by the end of such Business Day.
(iii) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, from moneys received under the Certificate Guaranty Insurance Policy. The Certificate Insurer 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.
(iv) In the event that the Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall transfer any Insured so notify the Certificate Insurer, shall comply with the provisions of the Certificate Guaranty Insurance Policy to obtain payment by the Certificate Insurer of such Preference Amount then on deposit in the Insurance Account amount of such voided Insured Amount, and shall, at the time it provides notice to the Certificate Account. Insurer, notify, by mail the Holders of the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, that, in the event any Holder’s Insured Amount is so recovered, such Holder of a Class 1-AM Certificate or Class 2-A Certificate, as the case may be, will be entitled to payment pursuant to the Certificate Guaranty Insurance Policy, a copy of which shall be made available through the Trustee or the Certificate Insurer, and the Trustee shall furnish to the Certificate Insurer, its records evidencing the payments which have been made by the Trustee and subsequently recovered from the Holders of the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, and dates on which such payments were made.
(v) The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from promptly notify the Certificate AccountInsurer of any proceeding or the institution of any action, together 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 the distributions due respect to the Class 1-AM Certificates or Class 2-A Certificateholders on such Distribution DateCertificates, as follows:
the case may be. Each Holder of a Class 1-AM Certificate or Class 2-A Certificate, by its purchase of such Class 1-AM Certificate or Class 2-A Certificate, the Depositor and the Trustee agree that the Certificate Insurer (so long as no Certificate Insurer 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 portion direction of any appeal of any order relating to such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; Preference Claim and (ii) the portion 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, and each Holder of a Class 1-AM Certificate and a Class 2-A Certificate and the Trustee hereby delegates and assigns to the Certificate Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Holder of a Class 1-AM Certificate and a Class 2-A Certificate in the conduct of any such Deficiency Amount related Preference Claim, including, without limitation, all rights of any party to clause (iii) of the definition of Deficiency Amount shall be distributed any adversary proceeding or action with respect to the related Class A Certificateholders any court order issued in accordance connection with Section 9.01(c)any such Preference Claim.
(cvi) The Trustee shall (i) receive as attorneyshall, upon retirement of the Class 1-inAM Certificates and Class 2-fact of each Class A Certificateholder any Insured Amount from Certificates, furnish to the Certificate Insurer a notice of such retirement, and, upon retirement of the Class 1-AM Certificates and Class 2-A Certificates and the expiration of the term of the Certificate Guaranty Insurance Policy, surrender the Certificate Guaranty Insurance Policy to the Certificate Insurer for cancellation.
(iivii) distribute such Insured Amount to such The Trustee will hold the Certificate Guaranty Insurance Policy in trust as agent for the Holders of the Class 1-AM Certificates and Class 2-A Certificateholders as set forth in subsection (b) aboveCertificates for the purpose of making claims thereon and distributing the proceeds thereof. Insured Amounts disbursed Neither the Certificate Guaranty Insurance Policy nor the amounts paid on the Certificate Guaranty Insurance Policy will constitute part of the Trust Fund created by this Agreement. Each Holder of the Class 1-AM Certificates and Class 2-A Certificates, by accepting its Class 1-AM Certificates and Class 2-A Certificates, respectively, appoints the Trustee from proceeds as attorney in fact for the purpose of making claims on the Certificate Guaranty Insurance Policy.
(viii) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, which is made with moneys received pursuant to the terms of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to of the Class 1-AM Certificates or Class 2-A Certificates, nor shall such disbursement of such Insured Amounts discharge as the obligations of case may be, from the Trust Fund with respect to Fund. The Depositor and the amounts thereofTrustee acknowledge, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, Holder by its acceptance of its a Class 1-AM Certificate or a Class 2-A CertificatesCertificate agrees, hereby agrees) that without the need for any further action on the benefit part of the Certificate Insurer that Insurer, the Depositor or the Trustee shall recognize that (a) to the extent the Certificate Insurer pays Insured Amountsmakes payments, either directly or indirectly (as by paying through indirectly, on account of principal or interest on the Trustee), Class 1-AM Certificates or Class 2-A Certificates to the Holders of such Class 1-AM Certificates or Class 2-A CertificateholdersCertificates, the Certificate Insurer will be entitled fully subrogated to, and the Trustee and each Holder of a Class 1-AM Certificate or a Class 2-A Certificate, as the case may be, hereby delegate and assign to be subrogated the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund, including, without limitation, any amounts due to the Holders of the Class 1-AM Certificates or Class 2-A Certificateholders Certificates, as the case may be, in respect of securities law violations arising from the offer and sale of the Class 1-AM Certificates or Class 2-A Certificates, as the case may be, and (b) the Certificate Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in this Agreement. The Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.
(ix) By accepting its Class 1-AM Certificate or Class 2-A Certificate, each Holder of a Class 1-AM Certificate or Class 2-A Certificate agrees that, unless a Certificate Insurer Default exists, the Certificate Insurer shall be deemed to be the Holder of the Class 1-AM Certificate or Class 2-A Certificate for all purposes (other than with respect to the extent receipt of such paymentspayment on the Class 1-AM Certificates and Class 2-A Certificates) and shall have the right to exercise all rights (including, without limitation, voting rights) of the Holders of the Class 1-AM Certificates and Class 2-A Certificates under this Agreement without any further consent of the Holders of the Class 1-AM Certificates and Class 2-A Certificates. All notices, statement reports, certificates or opinions required by this Agreement to be sent to any Holders of Class 1-AM Certificates and Class 2-A Certificates shall also be sent to the Certificate Insurer.
Appears in 1 contract
The Certificate Guaranty Insurance Policy. (ai) If pursuant to Section 4.04(a)(v), the Master Servicer Trustee determines that a Deficiency an Insured Amount exists to be covered by the Certificate Guaranty Insurance Policy will exist for such the related Distribution Date, the Trustee shall complete the Notice notice in the form of Exhibit A to the Certificate Guaranty Insurance Policy (the “Notice”) and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the second Business Day immediately preceding each such Distribution Date, as a claim for an the amount of such Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.
(bii) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class 2-A CertificatesCertificates over which the Trustee shall have the exclusive control and sole right of withdrawal. Upon receipt of an a Insured Amount from the Certificate Insurer on behalf of the Holders of the Class 2-A CertificateholdersCertificates, the Trustee shall deposit such Insured Amount in the Insurance AccountAccount and distribute such amount only for purposes of payment to the Class 2-A Certificates of the Insured Amount for which a claim was made and such amount may not be applied to satisfy any costs, expenses or liabilities of the Seller, the Depositor, the Trustee or the Trust Fund or to pay any other Class of Certificates. All amounts Amounts paid under the Certificate Guaranty Insurance Policy, to the extent needed to pay the Insured Amount, shall be disbursed by the Trustee to the Holders of the Class 2-A Certificates. It shall not be necessary for such payments to be made by checks or wire transfers separate from the checks or wire transfers used to pay other distributions to the Holders of the Class 2-A Certificates with other funds available to make such payment. However, the amount of any payment of principal or of interest on deposit the Class 2-A Certificates to be paid from funds transferred from the Insurance Account shall be noted as provided in paragraph (d) below and in the statement to be furnished to Holders of the Class 2-A Certificates pursuant to Section 4.01. Funds held in the Insurance Account shall remain uninvestednot be invested. On each Any funds remaining in the Insurance Account on the first Business Day following the later of (i) the related Distribution DateDate or (ii) the date received by the Trustee, shall be returned to the Certificate Insurer pursuant to the written instructions of the Certificate Insurer by the end of such Business Day.
(iii) The Trustee shall keep a complete and accurate record of the amount of interest and principal paid in respect of the Class 2-A Certificates from moneys received under the Certificate Guaranty Insurance Policy. The Certificate Insurer 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.
(iv) In the event that the Trustee has received a certified copy of an order of the appropriate court that any Insured Amount has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall transfer any Insured so notify the Certificate Insurer, shall comply with the provisions of the Certificate Guaranty Insurance Policy to obtain payment by the Certificate Insurer of such Preference Amount then on deposit in the Insurance Account amount of such voided Insured Amount, and shall, at the time it provides notice to the Certificate Account. Insurer, notify, by mail the Holders of the Class 2-A Certificates that, in the event any Holder’s Insured Amount is so recovered, such Holder of a Class 2-A Certificate will be entitled to payment pursuant to the Certificate Guaranty Insurance Policy, a copy of which shall be made available through the Trustee or the Certificate Insurer, and the Trustee shall furnish to the Certificate Insurer, its records evidencing the payments which have been made by the Trustee and subsequently recovered from the Holders of the Class 2-A Certificates, and dates on which such payments were made.
(v) The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from promptly notify the Certificate AccountInsurer of any proceeding or the institution of any action, together 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 the distributions due respect to the Class 2-A Certificateholders on Certificates. Each Holder of a Class 2-A Certificate, by its purchase of such Distribution DateClass 2-A Certificate, the Depositor and the Trustee agree that the Certificate Insurer (so long as follows:
no Certificate Insurer 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 portion direction of any appeal of any order relating to such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; Preference Claim and (ii) the portion 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, and each Holder of an Class 2-A Certificate and the Trustee hereby delegates and assigns to the Certificate Insurer, to the fullest extent permitted by law, the rights of the Trustee and each Holder of an Class 2-A Certificate in the conduct of any such Deficiency Amount related Preference Claim, including, without limitation, all rights of any party to clause (iii) of the definition of Deficiency Amount shall be distributed any adversary proceeding or action with respect to the related Class A Certificateholders any court order issued in accordance connection with Section 9.01(c)any such Preference Claim.
(cvi) The Trustee shall (i) receive as attorneyshall, upon retirement of the Class 2-in-fact of each Class A Certificateholder any Insured Amount from Certificates, furnish to the Certificate Insurer a notice of such retirement, and, upon retirement of the Class 2-A Certificates and the expiration of the term of the Certificate Guaranty Insurance Policy, surrender the Certificate Guaranty Insurance Policy to the Certificate Insurer for cancellation.
(iivii) distribute such Insured Amount to such The Trustee will hold the Certificate Guaranty Insurance Policy in trust as agent for the Holders of the Class 2-A Certificateholders as set forth in subsection (b) aboveCertificates for the purpose of making claims thereon and distributing the proceeds thereof. Insured Amounts disbursed Neither the Certificate Guaranty Insurance Policy nor the amounts paid on the Certificate Guaranty Insurance Policy will constitute part of the Trust Fund created by this Agreement. Each Holder of the Class 2-A Certificates, by accepting its Class 2-A Certificates, appoints the Trustee from proceeds as attorney in fact for the purpose of making claims on the Certificate Guaranty Insurance Policy.
(viii) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on the Class 2-A Certificates which is made with moneys received pursuant to the terms of the Certificate Guaranty Insurance Policy shall not be considered payment by of the Class 2-A Certificates from the Trust Fund with respect to Fund. The Depositor and the Class A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereofTrustee acknowledge, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, Holder by its acceptance of its a Class 2-A CertificatesCertificate agrees, hereby agrees) that without the need for any further action on the benefit part of the Certificate Insurer that Insurer, the Depositor or the Trustee shall recognize that (a) to the extent the Certificate Insurer pays Insured Amountsmakes payments, either directly or indirectly (as by paying through indirectly, on account of principal of or interest on the Trustee), Class 2-A Certificates to the Holders of such Class 2-A CertificateholdersCertificates, the Certificate Insurer will be entitled fully subrogated to, and each Holder of a Class 2-A Certificate and the Trustee hereby delegate and assign to be subrogated the Certificate Insurer, to the fullest extent permitted by law, the rights of such Holders to receive such principal and interest from the Trust Fund, including, without limitation, any amounts due to the Holders of the Class 2-A Certificateholders Certificates in respect of securities law violations arising from the offer and sale of the Class 2-A Certificates and (b) the Certificate Insurer shall be paid such amounts from the sources and in the manner provided herein for the payment of such amounts and as provided in this Agreement. The Trustee shall cooperate in all respects with any reasonable request by the Certificate Insurer for action to preserve or enforce the Certificate Insurer’s rights or interests under this Agreement without limiting the rights or affecting the interests of the Holders as otherwise set forth herein.
(ix) By accepting its Class 2-A Certificate, each Holder of a Class 2-A Certificate agrees that, unless a Certificate Insurer Default exists, the Certificate Insurer shall be deemed to be the Holder of the Class 2-A Certificate for all purposes (other than with respect to the extent receipt of such paymentspayment on the Class 2-A Certificates) and shall have the right to exercise all rights (including, without limitation, voting rights) of the Holders of the Class 2-A Certificates under this Agreement and under the Class 2-A Certificates without any further consent of the Holders of the Class 2-A Certificates. All notices, statement reports, certificates or opinions required by this Agreement to be sent to any Holders of Class 2-A Certificates shall also be sent to the Certificate Insurer.
Appears in 1 contract
The Certificate Guaranty Insurance Policy. 83
(a) If pursuant to Section 4.04(a)(v), the Master Servicer determines that a Deficiency Amount exists for such Distribution Date, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, as a claim for an Insured Amount (provided that the Trustee shall submit such notice on the second Business Day immediately preceding such Distribution Date if it is able to do so) in an amount equal to such Deficiency Amount.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of the Holders of the Class A Certificates. Upon receipt of an Insured Amount from the Certificate Insurer on behalf of the Class A Certificateholders, the Trustee shall deposit such Insured Amount in the Insurance Account. All amounts on deposit in the Insurance Account shall remain uninvested. On each Distribution Date, the Trustee shall transfer any Insured Amount then on deposit in the Insurance Account to the Certificate Account. The Trustee shall distribute on each Distribution Date the Deficiency Amount for such Distribution Date from the Certificate Account, together with the distributions due to the Class A Certificateholders on such Distribution Date, as follows:
(i) the portion of any such Deficiency Amount related to clauses (i) and (ii) of the definition of Deficiency Amount shall be distributed among the related Class A Certificateholders in accordance with their respective shortfalls or allocations of Realized Losses; and (ii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the related Class A Certificateholders in accordance with Section 9.01(c).
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A Certificateholder any Insured Amount from the Certificate Insurer and (ii) distribute such Insured Amount to such Class A Certificateholders as set forth in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds of the Certificate Guaranty Insurance Policy shall not be considered payment by the Trust Fund with respect to the Class A Certificates, nor shall such disbursement of such Insured Amounts discharge the obligations of the Trust Fund with respect to the amounts thereof, and the Certificate Insurer shall become owner of such amounts to the extent covered by such Insured Amounts as the deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on behalf of each Class A Certificateholder (and each Class A Certificateholder, by its acceptance of its Class A Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer pays Insured Amounts, either directly or indirectly (as by paying through the Trustee), to the Class A Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A Certificateholders to the extent of such payments.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp)