The Certificate Policy. (A) If, pursuant to Section 4.04(a)(iv), the Master Servicer determines that the Deficiency Amount for such Distribution Date is greater than zero, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate 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 Payment (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) Upon receipt of an Insured Payment from the Certificate Insurer on behalf of the Class A-3 Certificateholders, the Trustee shall deposit such Insured Payment in 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-3 Certificateholders on such Distribution Date, as follows: (i) the portion of any such Deficiency Amount related to clause (i) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 4.02(c)(i), (ii) the portion of any such Deficiency Amount related to clause (ii) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 4.02(d); and (iii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 9.01(c). (C) The Trustee shall (i) receive as attorney-in-fact of each Class A-3 Certificateholder any Insured Payment from the Certificate Insurer and (ii) distribute such Insured Payment to such Class A-3 Certificateholders as set forth in subsection (b) above. Insured Payments disbursed by the Trustee from proceeds of the Certificate Policy shall not be considered payment by the Trust Fund with respect to the Class A-3 Certificates, nor shall such disbursement of such Insured 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 Payments as the deemed assignee and subrogee of such Class A-3 Certificateholders. The Trustee hereby agrees on behalf of each Class A-3 Certificateholder (and each Class A-3 Certificateholder, by its acceptance of its Class A-3 Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Class A-3 Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A-3 Certificateholders to the extent of such payments. (D) In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on the Class A-3 Certificates has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify the Certificate Insurer and (ii) comply with the provisions of the Certificate Policy, to obtain payment by the Certificate Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-3 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Certificate Policy, a copy of which shall be made available to such Holders by Trustee. The Trustee shall furnish to the Certificate Insurer its records listing the payments on the Class A-3 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee. (E) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default. (F) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has knowledge: (A) the commencement of any proceeding by or against the Company commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-3 Certificate, by its purchase of Class A-3 Certificates, and the Trustee hereby agrees 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 any Preference Claim and (ii) the posting of any 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 Trustee and each Holder of a Class A-3 Certificate in the conduct of any 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. (G) The Master Servicer shall provide the Certificate Insurer with reasonable access to information regarding the Mortgage Loans. (H) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Certificate Policy (a "Certificate Insurer Default"), each Holder of a Class A-3 Certificate agrees that the Certificate Insurer shall be treated by the Company, the Servicer and the Trustee as if the Certificate Insurer were the Holder of all of the Class A-3 Certificates, for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Class A-3 Certificates under this Agreement. (I) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Certificate Account and (ii) the allocations of such funds to payments of interest and principal in respect of the Class A-3 Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Day's prior notice to the Trustee. (J) With respect to this Section 4.10 the terms "Receipt" and "Received" shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be Received on the next succeeding Business Day. If any notice or certificate given under the Certificate Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice.
Appears in 2 contracts
Samples: Series Supplement Amendment (RALI Series 2006-Qh1 Trust), Pooling and Servicing Agreement (RALI Series 2006-Qh1 Trust)
The Certificate Policy. (Aa) If, pursuant to Section 4.04(a)(iv), the Master Servicer determines that the Deficiency Amount for such Distribution Date is greater than zero, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate 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 Payment (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.
(Bb) Upon receipt of an Insured Payment from the Certificate Insurer on behalf of the Class A-3 Certificateholders, the Trustee shall deposit such Insured Payment in 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-3 Certificateholders on such Distribution Date, as follows: (i) the portion of any such Deficiency Amount related to clause (i) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 4.02(c)(i), (ii) the portion of any such Deficiency Amount related to clause (ii) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 4.02(d); and (iii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 9.01(c).
(Cc) The Trustee shall (i) receive as attorney-in-fact of each Class A-3 Certificateholder any Insured Payment from the Certificate Insurer and (ii) distribute such Insured Payment to such Class A-3 Certificateholders as set forth in subsection (b) above. Insured Payments disbursed by the Trustee from proceeds of the Certificate Policy shall not be considered payment by the Trust Fund with respect to the Class A-3 Certificates, nor shall such disbursement of such Insured 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 Payments as the deemed assignee and subrogee of such Class A-3 Certificateholders. The Trustee hereby agrees on behalf of each Class A-3 Certificateholder (and each Class A-3 Certificateholder, by its acceptance of its Class A-3 Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Class A-3 Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A-3 Certificateholders to the extent of such payments.
(Dd) In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on the Class A-3 Certificates has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify the Certificate Insurer and (ii) comply with the provisions of the Certificate Policy, to obtain payment by the Certificate Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-3 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Certificate Policy, a copy of which shall be made available to such Holders by Trustee. The Trustee shall furnish to the Certificate Insurer its records listing the payments on the Class A-3 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee.
(Ee) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default.
(Ff) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has knowledge: (A) the commencement of any proceeding by or against the Company commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-3 Certificate, by its purchase of Class A-3 Certificates, and the Trustee hereby agrees 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 any Preference Claim and (ii) the posting of any 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 Trustee and each Holder of a Class A-3 Certificate in the conduct of any 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.
(Gg) The Master Servicer shall provide the Certificate Insurer with reasonable access to information regarding the Mortgage Loans.
(Hh) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Certificate Policy (a "Certificate Insurer Default"), each Holder of a Class A-3 Certificate agrees that the Certificate Insurer shall be treated by the Company, the Servicer and the Trustee as if the Certificate Insurer were the Holder of all of the Class A-3 Certificates, for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Class A-3 Certificates under this Agreement.
(Ii) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Certificate Account and (ii) the allocations of such funds to payments of interest and principal in respect of the Class A-3 Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Day's prior notice to the Trustee.
(Jj) With respect to this Section 4.10 the terms "Receipt" and "Received" shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be Received on the next succeeding Business Day. If any notice or certificate given under the Certificate Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice.
Appears in 1 contract
The Certificate Policy. (A) If, pursuant to Section 4.04(a)(iv), the Master Servicer determines that the Deficiency Amount for such Distribution Date is greater than zero, the Trustee shall complete the Notice and submit such Notice in accordance with the Certificate 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 Payment (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) Upon receipt of an Insured Payment from the Certificate Insurer on behalf of the Class A-3 Certificateholders, the Trustee shall deposit such Insured Payment in 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-3 Certificateholders on such Distribution Date, as follows: (i) the portion of any such Deficiency Amount related to clause (i) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 4.02(c)(i), (ii) the portion of any such Deficiency Amount related to clause (ii) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 4.02(d); and (iii) the portion of any such Deficiency Amount related to clause (iii) of the definition of Deficiency Amount shall be distributed to the Class A-3 Certificateholders in accordance with Section 9.01(c).
(C) The Trustee shall (i) receive as attorney-in-fact of each Class A-3 Certificateholder any Insured Payment from the Certificate Insurer and (ii) distribute such Insured Payment to such Class A-3 Certificateholders as set forth in subsection (b) above. Insured Payments disbursed by the Trustee from proceeds of the Certificate Policy shall not be considered payment by the Trust Fund with respect to the Class A-3 Certificates, nor shall such disbursement of such Insured 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 Payments as the deemed assignee and subrogee of such Class A-3 Certificateholders. The Trustee hereby agrees on behalf of each Class A-3 Certificateholder (and each Class A-3 Certificateholder, by its acceptance of its Class A-3 Certificates, hereby agrees) for the benefit of the Certificate Insurer that the Trustee shall recognize that to the extent the Certificate Insurer makes Insured Payments, either directly or indirectly (as by paying through the Trustee), to the Class A-3 Certificateholders, the Certificate Insurer will be entitled to be subrogated to the rights of the Class A-3 Certificateholders to the extent of such payments.
(D) In the event the Trustee receives a certified copy of an order of the appropriate court that any scheduled payment of principal or interest on the Class A-3 Certificates has been voided in whole or in part as a preference payment under applicable bankruptcy law, the Trustee shall (i) promptly notify the Certificate Insurer and (ii) comply with the provisions of the Certificate Policy, to obtain payment by the Certificate Insurer of such voided scheduled payment. In addition, the Trustee shall mail notice to all Holders of the Class A-3 Certificates so affected that, in the event that any such Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Certificate Policy, a copy of which shall be made available to such Holders by Trustee. The Trustee shall furnish to the Certificate Insurer its records listing the payments on the Class A-3 Certificates, if any, that have been made by the Trustee and subsequently recovered from the affected Holders, and the dates on which such payments were made by the Trustee.
(E) Upon its becoming aware of the occurrence of an Event of Default, the Trustee shall promptly notify the Certificate Insurer of such Event of Default.
(F) The Trustee shall promptly notify the Certificate Insurer of either of the following as to which it has knowledge: (A) the commencement of any proceeding by or against the Company commenced under the United States bankruptcy code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any distribution made with respect to the Class A-3 Certificates as to which it has actual knowledge. Each Holder of a Class A-3 Certificate, by its purchase of Class A-3 Certificates, and the Trustee hereby agrees 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 any Preference Claim and (ii) the posting of any 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 Trustee and each Holder of a Class A-3 Certificate in the conduct of any 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.
(G) The Master Servicer shall provide the Certificate Insurer with reasonable access to information regarding the Mortgage Loans.
(H) For so long as there is no continuing default by the Certificate Insurer under its obligations under the Certificate Policy (a "Certificate Insurer Default"), each Holder of a Class A-3 Certificate agrees that the Certificate Insurer shall be treated by the Company, the Servicer and the Trustee as if the Certificate Insurer were the Holder of all of the Class A-3 Certificates, for the purpose (and solely for the purpose) of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holders of the Class A-3 Certificates under this Agreement.
(I) The Trustee shall keep complete and accurate records in respect of (i) all funds remitted to it by the Certificate Insurer and deposited into the Certificate Account and (ii) the allocations of such funds to payments of interest and principal in respect of the Class A-3 Certificates. The Certificate Insurer shall have the right to inspect such records at reasonable times during normal business hours upon three Business Day's prior notice to the Trustee.
(J) With respect to this Section 4.10 the terms "Receipt" and "Received" shall mean actual delivery to the Certificate Insurer, if any, prior to 12:00 p.m., New York time, on a Business Day; delivery either on a day that is not a Business Day or after 12:00 p.m., New York time, shall be deemed to be Received on the next succeeding Business Day. If any notice or certificate given under the Certificate Policy by the Trustee is not in proper form or is not properly completed, executed or delivered, it shall be deemed not to have been Received. The Certificate Insurer shall promptly so advise the Trustee and the Trustee may submit an amended notice.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RALI Series 2006-Qh1 Trust)
