Class P Reserve Account. (a) On or before the Closing Date, the Trustee shall establish a Class P Reserve Account on behalf of the Holders of the Class P Certificates. The Class P Reserve Account must be an Eligible Account. The Class P Reserve Account shall be entitled "Class P Reserve Account, Deutsche Bank Trust Company Americas, as Trustee for the benefit of Holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QO1," (the "Class P Reserve Account"). On the Closing Date, the Depositor will cause, on behalf of the Trust, an amount equal to the Class P Reserve Account Amount to be deposited into the Class P Reserve Account. In addition, all amounts received by the Master Servicer in connection with Prepayment Charges on the Prepayment Charge Loans shall be deposited by the Master Servicer into the Class P Reserve Account upon receipt thereof. Funds on deposit in the Class P Reserve Account shall be held in trust by the Trustee for the holder of the Class P Certificates. Amounts on deposit in the Class P Reserve Account shall be held uninvested, and the Trustee shall have no liability for interest or other compensation thereon. (b) On the Certificate Account Deposit Date, the Trustee shall withdraw the amount then on deposit in the Class P Reserve Account representing Prepayment Charges in respect of the Prepayment Charge Loans received during the related Prepayment Period and deposit such amount into the Certificate Account to be distributed to the Holders of the Class P Certificates in accordance with Section 4.02(i). (c) On the Certificate Account Deposit Date immediately following the last month during which a Prepayment Charge may be assessed on a Mortgage Loan, or upon the termination of the Trust Fund pursuant to Section 9.01, the Trustee shall withdraw an amount equal to the Class P Reserve Account Amount from the Class P Reserve Account and deposit such amount into the Certificate Account to be distributed to the Holders of the Class P Certificates in accordance with Section 4.02(i).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RALI Series 2007-Qo1 Trust)
Class P Reserve Account. (a) On or before the Closing Date, the The Trustee shall establish a Class P Reserve Account on behalf of the Holders of the Class P Certificates. The Class P Reserve Account must be an Eligible Account. The Class P Reserve Account shall be entitled "Class P Reserve Account, Deutsche U.S. Bank Trust Company AmericasNational Association, as Trustee for the benefit of Holders of Residential Accredit LoansFunding Mortgage Securities I, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QO1S8," (the "Class P Reserve Account"). On the Closing Date, the Depositor will cause, on behalf of the Trust, an amount equal to the Class P Reserve Account Amount to be deposited into the Class P Reserve Account. In addition, all All amounts received by the Master Servicer in connection with Prepayment Charges on the Prepayment Charge Loans shall be deposited by the Master Servicer into the Class P Reserve Account upon receipt thereof. Funds on deposit in the Class P Reserve Account shall be held in trust by the Trustee for the holder Holder of the Class P Certificates. Amounts on deposit in the Class P Reserve Account shall be held and remain uninvested, and the Trustee shall have no liability for interest or other compensation thereontherein. The Class P Reserve Account shall not be a part of any REMIC hereunder.
(b) On the Certificate Account Deposit each Distribution Date, the Master Servicer on behalf of the Trustee (or the Paying Agent appointed by the Trustee) shall withdraw the amount then on deposit in the Class P Reserve Account representing Prepayment Charges in respect of the Prepayment Charge Loans received during after the related Prepayment Period immediately preceding Distribution Date, and deposit distribute such amount into the Certificate Account to be distributed amounts to the Holders of the Class P Certificates in accordance with Section 4.02(i4.02(a)(ii)(Y).
(c) On the Certificate Account Deposit Date immediately following the last month during which a Prepayment Charge may be assessed on a Mortgage Loan, or upon the termination of the Trust Fund pursuant to Section 9.01, the Trustee shall withdraw an amount equal to the Class P Reserve Account Amount from the Class P Reserve Account and deposit such amount into the Certificate Account to be distributed to the Holders of the Class P Certificates in accordance with Section 4.02(i).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S8 Trust)
Class P Reserve Account. (a) On or before the Closing Date, the Trustee shall establish a Class P Reserve Account on behalf of the Holders of the Class P Certificates. The Class P Reserve Account must be an Eligible Account. The Class P Reserve Account shall be entitled "Class P Reserve Account, Deutsche Bank Trust Company Americas, as Trustee for the benefit of Holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QO1QS3," (the "Class P Reserve Account"). On the Closing Date, the Depositor will cause, on behalf of the Trust, an amount equal to the Class P Reserve Account Amount to be deposited into the Class P Reserve Account. In addition, all All amounts received by the Master Servicer in connection with Prepayment Charges on the Prepayment Charge Loans shall be deposited by the Master Servicer into the Class P Reserve Account upon receipt thereof. Funds on deposit in the Class P Reserve Account shall be held in trust by the Trustee for the holder of the Class P Certificates. Amounts on deposit in the Class P Reserve Account shall be held uninvested, and the Trustee shall have no liability for interest or other compensation thereon.
(b) On the Certificate Account Deposit each Distribution Date, the Master Servicer on behalf of the Trustee (or the Paying Agent appointed by the Trustee) shall withdraw the amount then on deposit in the Class P Reserve Account representing Prepayment Charges in respect of the Prepayment Charge Loans received during after the related Prepayment Period immediately preceding Distribution Date, and deposit distribute such amount into the Certificate Account to be distributed amounts to the Holders of the Class P Certificates in accordance with Section 4.02(i4.02(a)(ii)(X).. ARTICLE V THE CERTIFICATES
(a) (See Section 5.02(a) of the Standard Terms)
(b) (See Section 5.02(b) of the Standard Terms)
(c) On the Certificate Account Deposit Date immediately following the last month during which a Prepayment Charge may be assessed on a Mortgage Loan, or upon the termination (See Section 5.02(c) of the Trust Fund pursuant Standard Terms)
(d) No transfer, sale, pledge or other disposition of a Class B Certificate or Class P Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event that a transfer of a Class B or Class P Certificate, other than the transfer of an interest in a Class P Certificate that is held by a Transferor and to Section 9.01be held by a Transferee as an interest in a Rule 144A Global Offered Certificate, either (i)(A) the Trustee shall withdraw require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company that such transfer may be made pursuant to an amount equal exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Master Servicer (except that, if such transfer is made by the Company or the Master Servicer or any Affiliate thereof, the Company or the Master Servicer shall provide such Opinion of Counsel at their own expense); provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Company or any Affiliate thereof to the Company or an Affiliate of the Company, (B) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit H to the Standard Terms (other than paragraph 6.(b) thereto with respect to a transfer of a Class P Certificate), and (C) the Trustee shall require the Transferor to execute a representation letter, substantially in the form of Exhibit I to the Standard Terms, each acceptable to and in form and substance satisfactory to the Company and the Trustee certifying to the Company and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Company or the Master Servicer; provided, however, that such representation letters will not be required in connection with any transfer of any such Certificate by the Company or any Affiliate thereof to the Company or an Affiliate of the Company, and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Company, of the status of such transferee as an Affiliate of the Company or (ii) the prospective transferee of such a Certificate shall be required to provide the Trustee, the Company and the Master Servicer with an investment letter substantially in the form of Exhibit J to the Standard Terms (other than paragraph 3.(b) thereto with respect to a transfer of a Class P Certificate) (or such other form as the Company in its sole discretion deems acceptable), which investment letter shall not be an expense of the Trustee, the Company or the Master Servicer, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any such Class B Certificate or Class P Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Trustee, the Company, the Master Servicer and the Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws. If any transfer of a Class P Certificate held by a Transferor and to be held by a Transferee as an interest in a Rule 144A Global Offered Certificate is to be made without registration under the 1933 Act, the Transferor shall be deemed to have made each of the certifications set forth in Exhibit I and Exhibit J to the Standard Terms as of the transfer date and the Transferee shall be deemed to have made each of the certifications set forth in Exhibit J to the Standard Terms (other than as set forth in paragraph 3(b) with respect to the Class P Reserve Account Amount from Certificates) as of the transfer date as if such Class P Reserve Account Certificate were in physical form.
(e) (i) In the case of any Class B, Class P or Class R Certificate presented for registration in the name of any Person, either (A) the Trustee shall require an Opinion of Counsel addressed to the Trustee, the Company and deposit the Master Servicer, acceptable to and in form and substance satisfactory to the Trustee to the effect that the purchase or holding of such amount into Class B, Class P or Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Company or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Master Servicer or (B) the prospective Transferee shall be required to provide the Trustee, the Company and the Master Servicer with a certification to the effect set forth in paragraph 6 of Exhibit H to the Standard Terms (with respect to any Class B Certificate), paragraph 6(b) of Exhibit H to the Standard Terms (with respect to any Class P Certificate), or Exhibit G-1 (with respect to any Class R Certificate), which the Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in order to establish that such Transferee or the Person in whose name such registration is requested either (a) is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition (each, a "Plan Investor") or (b) in the case of any Class B Certificate, the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate Account (or interest therein) is an "insurance company general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions of PTCE 95-60 have been satisfied (each entity that satisfies this clause (b), a "Complying Insurance Company"). In the case of any Class P Certificate to be distributed held by a Transferee as an interest in a Rule 144A Global Offered Certificate, the Transferee shall be deemed by virtue of its purchase or holding of an interest in such Certificate to have made each of the certifications set forth in paragraph 6(a) of Exhibit H to the Holders Standard Terms as of the transfer date, as if such Class P Certificates Certificate were in accordance with Section 4.02(i)physical form.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RALI Series 2007-Qs3 Trust)
Class P Reserve Account. (a) On or before the Closing Date, the Trustee shall establish a Class P Reserve Account on behalf of the Holders of the Class P Certificates. The Class P Reserve Account must be an Eligible Account. The Class P Reserve Account shall be entitled "Class P Reserve Account, Deutsche Bank Trust Company Americas, as Trustee for the benefit of Holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QO1QO2," (the "Class P Reserve Account"). On the Closing Date, the Depositor will cause, on behalf of the Trust, an amount equal to the Class P Reserve Account Amount to be deposited into the Class P Reserve Account. In addition, all amounts received by the Master Servicer in connection with Prepayment Charges on the Prepayment Charge Loans shall be deposited by the Master Servicer into the Class P Reserve Account upon receipt thereof. Funds on deposit in the Class P Reserve Account shall be held in trust by the Trustee for the holder of the Class P Certificates. Amounts on deposit in the Class P Reserve Account shall be held uninvested, and the Trustee shall have no liability for interest or other compensation thereon.
(b) On the Certificate Account Deposit Date, the Trustee shall withdraw the amount then on deposit in the Class P Reserve Account representing Prepayment Charges in respect of the Prepayment Charge Loans received during the related Prepayment Period and deposit such amount into the Certificate Account to be distributed to the Holders of the Class P Certificates in accordance with Section 4.02(i4.02(j).
(c) On the Certificate Account Deposit Date immediately following the last month during which a Prepayment Charge may be assessed on a Mortgage Loan, or upon the termination of the Trust Fund pursuant to Section 9.01, the Trustee shall withdraw an amount equal to the Class P Reserve Account Amount from the Class P Reserve Account and deposit such amount into the Certificate Account to be distributed to the Holders of the Class P Certificates in accordance with Section 4.02(i).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RALI Series 2007-Qo2 Trust)
Class P Reserve Account. (a) On or before the Closing Date, the The Trustee shall establish a Class P Reserve Account on behalf of the Holders of the Class P Certificates. The Class P Reserve Account must be an Eligible Account. The Class P Reserve Account shall be entitled "Class P Reserve Account, Deutsche U.S. Bank Trust Company AmericasNational Association, as Trustee for the benefit of Holders of Residential Accredit LoansFunding Mortgage Securities I, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QO1S9," (the "Class P Reserve Account"). On the Closing Date, the Depositor will cause, on behalf of the Trust, an amount equal to the Class P Reserve Account Amount to be deposited into the Class P Reserve Account. In addition, all All amounts received by the Master Servicer in connection with Prepayment Charges on the Prepayment Charge Loans shall be deposited by the Master Servicer into the Class P Reserve Account upon receipt thereof. Funds on deposit in the Class P Reserve Account shall be held in trust by the Trustee for the holder Holder of the Class P Certificates. Amounts on deposit in the Class P Reserve Account shall be held and remain uninvested, and the Trustee shall have no liability for interest or other compensation thereontherein. The Class P Reserve Account shall not be a part of any REMIC hereunder.
(b) On the Certificate Account Deposit each Distribution Date, the Master Servicer on behalf of the Trustee (or the Paying Agent appointed by the Trustee) shall withdraw the amount then on deposit in the Class P Reserve Account representing Prepayment Charges in respect of the Prepayment Charge Loans received during after the related Prepayment Period immediately preceding Distribution Date, and deposit distribute such amount into the Certificate Account to be distributed amounts to the Holders of the Class P Certificates in accordance with Section 4.02(i4.02(a)(ii)(Y).
(c) On the Certificate Account Deposit Date immediately following the last month during which a Prepayment Charge may be assessed on a Mortgage Loan, or upon the termination of the Trust Fund pursuant to Section 9.01, the Trustee shall withdraw an amount equal to the Class P Reserve Account Amount from the Class P Reserve Account and deposit such amount into the Certificate Account to be distributed to the Holders of the Class P Certificates in accordance with Section 4.02(i).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S9 Trust)