Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer). (b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 9 contracts
Sources: Sale and Servicing Agreement (Long Beach Acceptance Receivables Corp. II), Sale and Servicing Agreement (Long Beach Acceptance Auto Receivables Trust 2005-A), Sale and Servicing Agreement (Long Beach Acceptance Corp. Auto Receivables Trust 2006-A)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Final Order, in which case the Note Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice notice of Claim claim (in substantially the form attached to the Note Policy as Exhibit A) shall provide that the Trust Collateral AgentTrustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-attorney in fact for the Trust Collateral Agent Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A the Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Trustee hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, including (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to the reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.
Appears in 4 contracts
Sources: Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Note Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 4 contracts
Sources: Sale and Servicing Agreement (Long Beach Holdings Corp), Sale and Servicing Agreement (Long Beach Holdings Corp), Sale and Servicing Agreement (Long Beach Holdings Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer responsible officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A Notes. Each Holder of Class A NotesHolder, by its purchase of Class A Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supercede as or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c5A.1(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Prudential Securities Secured Financing Corp), Sale and Servicing Agreement (Ml Asset Backed Corp), Sale and Servicing Agreement (Prudential Securities Secured Financing Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim (as defined in the Note Policy) shall provide that the Trust Collateral AgentTrustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A the Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Trustee hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, including (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to the reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.
Appears in 3 contracts
Sources: Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's ’s payment is so recoverable, such Class A Noteholder will shall be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order “Order” (as defined in the Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A such Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) . Each “Notice of Claim Claim” (as defined in the Policy) shall provide that the Trust Collateral AgentIndenture Trustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "“Note Preference Claim"”) of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Note Preference Claim direct all matters relating to such Note Preference Claim including, without limitation, including (i) the direction of any appeal of any order relating to any Note Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Note 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 Note Preference Claim.
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Drive Auto Receivables LLC), Sale and Servicing Agreement (Drive Auto Receivables LLC)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Note Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 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.]
Appears in 3 contracts
Sources: Sale and Servicing Agreement (Long Beach Acceptance Receivables Corp.), Sale and Servicing Agreement (Long Beach Acceptance Receivables Corp. II), Sale and Servicing Agreement (Long Beach Acceptance Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Payment Certificateholders' Interest Distributable Amount or Certificateholders' Principal Distributable Amount paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Certificate Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertificateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Certificate Policy. Pursuant to the terms of the Certificate Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Certificate Policy) and not to the Trust Collateral Agent or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer responsible officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesHolder, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c6.1(c), the Note Insurer shall be subrogated to, and each Class A Noteholder Certificateholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral AgentIndenture Trustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a 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.]
Appears in 2 contracts
Sources: Indenture (Long Beach Acceptance Corp), Indenture (Long Beach Acceptance Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order (as defined in the Note Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcybankruptcy named in the Final Order, in which case the Note Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note InsurerNoteholder).
(b) Each Payment Notice of Claim (as defined in the Note Policy) shall provide that the Trust Collateral AgentTrustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-attorney in fact for the Trust Collateral Agent Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A the Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Trustee hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, including (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to the reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.
Appears in 2 contracts
Sources: Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Interest Distributable Amount or Principal Distributable Amount paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Certificate Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertificateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Certificate Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Certificate Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Certificate Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesHolder, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c14A.02(c), the Note Certificate Insurer shall be subrogated to, and each Class A Noteholder Certificateholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (FCC Receivables Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Class A Interest Distributable Amount or Class A Principal Distributable Amount paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Certificate Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertificateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Certificate Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Certificate Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Certificate Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference ClaimPREFERENCE CLAIM") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesHolder, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(cSECTION 6.4(C), the Note Certificate Insurer shall be subrogated to, and each Class A Noteholder Certificateholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Painewebber Asset Acceptance Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer responsible officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A Notes. Each Holder of Class A NotesHolder, by its purchase of Class A Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 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.any
Appears in 1 contract
Sources: Sale and Servicing Agreement (Ml Asset Backed Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 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.the
Appears in 1 contract
Sources: Sale and Servicing Agreement (Long Beach Holdings Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-in- possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Long Beach Acceptance Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes Noteholders by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral AgentIndenture Trustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Insured Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Long Beach Acceptance Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Servicer has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Servicer shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Note Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent Servicer or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Servicer for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral AgentServicer, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent Servicer and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Servicer shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Servicer has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Servicer hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Servicer hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Servicer and each Class A Noteholder in the conduct of any proceeding with respect to a 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.]
Appears in 1 contract
Sources: Sale and Servicing Agreement (Triad Financial Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment scheduled payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawlaw pursuant to a final non-appealable order of a court of competent jurisdiction, the Trust Collateral Agent Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) order and not to the Trust Collateral Agent Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A the Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Trustee hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, including (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to the reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.. -45-
Appears in 1 contract
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Note Policy) paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. The Trust Collateral Agent shall furnish to the Note Insurer its records evidencing the payments of principal and interest on Class A Notes, if any, which have been made by the Trust Collateral Agent and subsequently recovered from Class A Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Note Policy) and not to the Trust Collateral Agent or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, distribution in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A Notes. Each Holder of Class A NotesHolder, by its purchase of Class A Notes, and the Trust Collateral Agent hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim 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, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c5.09(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Sale and Servicing Agreement (United Fidelity Finance LLC)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Noteholders' Interest Distributable Amount or Noteholders' Principal Distributable Amount paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer responsible officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference ClaimPREFERENCE CLAIM") of any payment distribution made with respect to the Class A Notes. Each Holder of Class A NotesHolder, by its purchase of Class A Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supercede as or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c5A.1(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Painewebber Asset Acceptance Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Guaranteed Distribution paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Certificate Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Note Certificate Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertificateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Certificate Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Certificate Insurer will make such payment to the Trust Collateral Agent Trustee for paymentdistribution, in accordance with the instructions to be provided by the Note Certificate Insurer, to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Certificate Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral AgentTrustee, on its behalf and on behalf of the Class A NoteholdersCertificateholders, thereby appoints the Note Certificate Insurer as agent and attorney-in-fact for the Trust Collateral Agent Trustee and each Class A Noteholder Certificateholder in any legal proceeding with respect to the Class A NotesCertificates. The Trust Collateral Agent Trustee shall promptly notify the Note Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesCertificates, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c4.15(c), the Note Certificate Insurer shall be subrogated to, and each Class A Noteholder Certificateholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.. 75
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Long Beach Holdings Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Policy Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the -63- Indenture receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral AgentTrustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Trustee hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c8.04(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Indenture (Financial Pacific Co)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Owner Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Certificateholders' Interest Distributable Amount or Certificateholders' Principal Distributable Amount paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Owner Trustee shall so notify the Note Security Insurer, shall comply with the provisions of the Certificate Policy to obtain payment by the Note Security Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Security Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertificateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Certificate Policy. Pursuant to the terms of the Certificate Policy, the Note Security Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Certificate Policy) and not to the Trust Collateral Agent Owner Trustee or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Security Insurer will make such payment to the Trust Collateral Agent Owner Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Security Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Owner Trustee shall promptly notify the Note Security Insurer of any proceeding or the institution of any action (of which a Responsible Officer responsible officer of the Trust Collateral Agent Owner Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesHolder, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent Owner Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c5A.1(c), the Note Security Insurer shall be subrogated to, and each Class A Noteholder Certificateholder and the Trust Collateral Agent Owner Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Owner Trustee and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Money Store Auto Trust 1996-2)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Class A Interest Distributable Amount or Class A Principal Distributable Amount paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Security Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Security Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Security Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertifi- cateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Security Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certifi- cateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Security Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Security Insurer).
(ba) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Security Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesHolder, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent Trustee hereby agree agrees that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Security Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Security Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c6.4(c), the Note Security Insurer shall be subrogated to, and each Class A Noteholder Certificate- holder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Guaranteed Distribution paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Certificate Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Note Certificate Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertificateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Certificate Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Certificate Insurer will make such payment to the Trust Collateral Agent Trustee for paymentdistribution, in accordance with the instructions to be provided by the Note Certificate Insurer, to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Certificate Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral AgentTrustee, on its behalf and on behalf of the Class A NoteholdersCertificateholders, thereby appoints the Note Certificate Insurer as agent and attorney-in-fact for the Trust Collateral Agent Trustee and each Class A Noteholder Certificateholder in any legal proceeding with respect to the Class A NotesCertificates. The Trust Collateral Agent Trustee shall promptly notify the Note Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesCertificates, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c4.15(c), the Note Certificate Insurer shall be subrogated to, and each Class A Noteholder Certificateholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.]
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Long Beach Acceptance Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral AgentTrustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A the Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Trustee hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to the reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Class A Interest Distributable Amount or Class A Principal Distributable Amount paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Trustee shall so notify the Note Certificate Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Certificate Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertificateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Certificate Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Trustee or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Certificate Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Certificate Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Certificate Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesHolder, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Certificate Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas supersedes or performance bond pending any such appeal at the expense of the Note Certificate Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c6.4(c), the Note Certificate Insurer shall be subrogated to, and each Class A Noteholder Certificateholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Owner Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment Certificateholders' Interest Distributable Amount or Certificateholders' Principal Distributable Amount paid on a Class A Note Certificate has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Owner Trustee shall so notify the Note Insurer, shall comply with the provisions of the Certificate Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes Certificates by mail that, in the event that any Class A NoteholderCertificateholder's payment is so recoverable, such Class A Noteholder Certificateholder will be entitled to payment pursuant to the terms of the Certificate Policy. Pursuant to the terms of the Certificate Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder Certificateholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Certificate Policy) and not to the Trust Collateral Agent Owner Trustee or any Class A Noteholder Certificateholder directly (unless a Class A Noteholder Certificateholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Owner Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, distribution to such Class A Noteholder Certificateholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Owner Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer responsible officer of the Trust Collateral Agent Owner Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A NotesCertificates. Each Holder of Class A NotesHolder, by its purchase of Class A NotesCertificates, and the Trust Collateral Agent Owner Trustee hereby agree that so long as a Note an Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c5A.1(c), the Note Insurer shall be subrogated to, and each Class A Noteholder Certificateholder and the Trust Collateral Agent Owner Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Owner Trustee and each Class A Noteholder Certificateholder in the conduct of any proceeding with respect to a 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.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Nationsfinancial Funding Corp)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment scheduled payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy lawlaw pursuant to a final non-appealable order of a court having competent jurisdiction, the Trust Collateral Agent Trustee shall so notify the Note Insurer, shall comply with the provisions of the Note Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Note Policy. Pursuant to the terms of the Note Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) order and not to the Trust Collateral Agent Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Trustee for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A the Notes, by its purchase of Class A Notes, and the Trust Collateral Agent Trustee hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, including (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to the reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a Preference Claim, including, without limitation, including all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim.
Appears in 1 contract
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent has received a certified copy of an order of the appropriate court that any Scheduled Payment paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent for payment, in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral Agent, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment made with respect to the Class A Notes. Each Holder of Class A Notes, by its purchase of Class A Notes, and the Trust Collateral Agent hereby agree that so long as a Note Insurer Default shall not have occurred and be continuing, the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim including, without limitation, (i) the direction of any appeal of any order relating to any Preference Claim and (ii) the posting of any surety, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Class A Noteholder in the conduct of any proceeding with respect to a 42 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.
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Sources: Sale and Servicing Agreement (Long Beach Acceptance Auto Receivables Trust 2005-B)
Preference Claims; Direction of Proceedings. (a) In the event that the Trust Collateral Agent Indenture Trustee has received a certified copy of an order of the appropriate court that any Scheduled Payment (as defined in the Policy) paid on a Class A Note has been avoided in whole or in part as a preference payment under applicable bankruptcy law, the Trust Collateral Agent Indenture Trustee shall so notify the Note Insurer, shall comply with the provisions of the Policy to obtain payment by the Note Insurer of such avoided payment, and shall, at the time it provides notice to the Note Insurer, comply with the provisions of the Policy to obtain payment by the Note Insurer, notify Holders of the Class A Notes by mail that, in the event that any Class A Noteholder's payment is so recoverable, such Class A Noteholder will be entitled to payment pursuant to the terms of the Policy. The Indenture Trustee shall furnish to the Insurer its records evidencing the payments of principal and interest on Notes, if any, which have been made by the Indenture Trustee and subsequently recovered from Noteholders, and the dates on which such payments were made. Pursuant to the terms of the Policy, the Note Insurer will make such payment on behalf of the Class A Noteholder to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order (as defined in the Policy) and not to the Trust Collateral Agent Indenture Trustee or any Class A Noteholder directly (unless a Class A Noteholder has previously paid such payment to the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case the Note Insurer will make such payment to the Trust Collateral Agent Indenture Trustee for payment, distribution in accordance with the instructions to be provided by the Note Insurer, to such Class A Noteholder upon proof of such payment reasonably satisfactory to the Note Insurer).
(b) Each Notice of Claim shall provide that the Trust Collateral AgentIndenture Trustee, on its behalf and on behalf of the Class A Noteholders, thereby appoints the Note Insurer as agent and attorney-in-fact for the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in any legal proceeding with respect to the Class A Notes. The Trust Collateral Agent Indenture Trustee shall promptly notify the Note Insurer of any proceeding or the institution of any action (of which a Responsible Officer of the Trust Collateral Agent Indenture Trustee has actual knowledge) seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (a "Preference Claim") of any payment distribution made with respect to the Class A Notes. Each Holder of Class A NotesHolder, by its purchase of Class A Notes, and the Trust Collateral Agent Indenture Trustee hereby agree that so long as a Note the Insurer Default shall not have occurred and be continuing, is the Note Controlling Party the Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim 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, supersedeas or performance bond pending any such appeal at the expense of the Note Insurer, but subject to reimbursement as provided in the Insurance Agreement. In addition, and without limitation of the foregoing, as set forth in Section 6.2(c10.03(c), the Note Insurer shall be subrogated to, and each Class A Noteholder and the Trust Collateral Agent Indenture Trustee hereby delegate and assign, to the fullest extent permitted by law, the rights of the Trust Collateral Agent Indenture Trustee and each Class A Noteholder in the conduct of any proceeding with respect to a 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. Any right of the Insurer to receive payments in respect of the subrogation resulting from payments made pursuant to the Policy shall be subject in every case to (i) the priority of payment set forth in the Indenture and (ii) the prior payment in full to Noteholders of all payments covered by the Policy that are then due.
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