Collection Account, Distribution Account and Reserve Accounts. (a) The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more accounts (such account or accounts, the "Collection Account"). Each Collection Account shall be an Eligible Account. The Servicer shall deposit in the Collection Account within three Business Days of receipt, and retain therein, the following payments and collections received or made by it after the applicable Cut-off Date with respect to the Mortgage Loans, without duplication: (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate; (iii) all Net Liquidation Proceeds and Subsequent Recoveries; (iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law; (v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law; (vi) any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 3.13; (vii) all Prepayment Penalties collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans, all Originator Prepayment Penalty Payment Amounts paid by the Originator and all Servicer Prepayment Penalty Payment Amounts required to be paid by the Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and (viii) all amounts required to be deposited by the Servicer pursuant to Section 2.03. Any interest paid on funds deposited in the Collection Account, subject to Section 3.23, shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(v). The foregoing requirements for deposit from the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment penalties that are not Prepayment Penalties, Originator Prepayment Penalty Payment Amounts or Servicer Prepayment Penalty Payment Amounts, assumption fees and other similar fees need not be deposited by the Servicer in the Collection Account. Amounts deposited into the Collection Account in error may be withdrawn at any time. (b) On behalf of the Trust Fund, the Securities Administrator shall establish and maintain one or more accounts (such account or accounts, the "Distribution Account"), on behalf of the Trustee, held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Securities Administrator in immediately available funds for deposit in the Distribution Account by 1:00 p.m. New York City time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, (ii) the amount of all Prepayment Penalties collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Collection Account (other than any such Prepayment Penalties received after the related Prepayment Period), (iii) any Originator Prepayment Penalty Payment Amount or Servicer Prepayment Penalty Payment Amount that became due during the related Prepayment Period and (iv) amounts reimbursable or payable to the Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or payable to the Securities Administrator pursuant to Section 8.05 or Section 9.01(c). These amounts may be sent via a single combined wire transfer. Except as otherwise provided in Section 3.04(f), amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs in accordance with the REMIC distributions set forth in Section 4.08. The Securities Administrator may, from time to time, withdraw from the Distribution Account for the following purposes: (i) to pay to itself and to the Trustee any amounts owed to itself and the Trustee pursuant to Section 8.05, any amounts owed to itself pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant to Section 7.01; (ii) to pay to itself as compensation any interest earned on funds in the Distribution Account (all such interest to be withdrawn monthly on each Distribution Date); and (iii) to clear and terminate the Distribution Account upon the termination of this Agreement. (c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.23. The Servicer shall give notice to the Securities Administrator (and the Securities Administrator shall give such notice to the NIMS Insurer and the Trustee) of the location of the Collection Account maintained by it when established and prior to any change thereof. The Securities Administrator shall give notice to the Servicer, the Trustee, the NIMS Insurer and the Depositor of the location of the Distribution Account when established and prior to any change thereof. (d) In the event the Servicer shall deliver to the Securities Administrator for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Securities Administrator from time to time for deposit, and the Securities Administrator shall so deposit, in the Distribution Account in respect of REMIC 1: (i) any Advances, as required pursuant to Section 4.07; (ii) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters; (iii) any Prepayment Penalties or amounts in connection with the waiver of such Prepayment Penalties, in each case required to be deposited pursuant to Section 3.01; (iv) any amounts required to be deposited in the Distribution Account pursuant to Sections 2.03, 3.04, 3.16, 3.23 or 4.07; and (v) any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer's own funds, without reimbursement therefor. (e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Securities Administrator shall, unless such funds have been received from the Servicer, notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Securities Administrator shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.23(b) in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account. (f) Any Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Securities Administrator, on behalf of the Trustee, for the benefit of the Class P Certificateholders. In addition, any Cap Carryover Amounts that are paid with respect to the Class A or Class M Certificates will be treated as first having been distributed with respect to the Class CE Certificates and then having been paid outside of the REMICs to the Class A or Class M Certificateholders. (g) The Securities Administrator shall establish and maintain (I) the Class AI Reserve Account, held in trust for the benefit of the Holders of the Class AI-1A Certificates, (II) the Class AII Reserve Account, held in trust for the benefit of the Holders of the Class AII Certificates, (III) the Class AIII Reserve Account, held in trust for the benefit of the Holders of the Class AIII Certificates, (IV) the Upper Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, (V) the Middle Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-6 and Class M-7 Certificates, (VI) the Lower Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-8A and Class M-9 Certificates. The Securities Administrator shall deposit in the (I) Class AI Reserve Account on the date received by it, any Class AI Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (II) Class AII Reserve Account on the date received by it, any Class AII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (III) Class AIII Reserve Account on the date received by it, any Class AIII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (IV) Upper Mezzanine Reserve Account on the date received by it, any Upper Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (V) Middle Mezzanine Reserve Account on the date received by it, any Middle Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date and (IV) Lower Mezzanine Reserve Account on the date received by it, any Lower Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date. On each Distribution Date, the Securities Administrator shall withdraw from the (I) Class AI Reserve Account any Class AI Yield Maintenance Agreement Payment, (II) Class AII Reserve Account any Class AII Yield Maintenance Agreement Payment, (III) Class AIII Reserve Account any Class AIII Yield Maintenance Agreement Payment, (IV) Upper Mezzanine Reserve Account any Upper Mezzanine Yield Maintenance Agreement Payment, (V) Middle Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and (VI) Lower Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and apply them in the following order of priority: (i) to the Class AI-1A Certificates from the Class AI Reserve Account, any remaining unpaid Cap Carryover Amounts for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof), (ii) (a) to the Class AII Certificates, from the Class AII Reserve Account, in each case only up to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amount for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof), distributed to the Class AII-1A and Class AII-1B Certificates, pro rata, based on their respective Cap Amounts; and
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Wells Fargo Home Equity Asset-Backed Securities 2004-2 Trust), Pooling and Servicing Agreement (Wells Fargo Asset Securities Corp)
Collection Account, Distribution Account and Reserve Accounts. (a) The Master Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more accounts (such account or accounts, the "Collection Account")Accounts. Each Collection Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited on a daily basis and in no event more than one Business Day after receipt thereof in the clearing account (which must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities, and shall thereafter deposit in the Collection Account within three Account, in no event more than one Business Days Day after deposit of receiptsuch funds in the clearing account, and retain therein, the following payments and collections received or made by it after the applicable Cut-off Date with respect to the Mortgage Loans, without duplication:Loans (other than in respect of principal and interest due on or before the Cut-off Date):
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Net Liquidation Proceeds and any Subsequent Recoveries;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures, the loan documents or applicable law;
(vi) any amounts required to be deposited by the Master Servicer in connection with any REO Property pursuant to Section 3.13;
(vii) all Prepayment Penalties Charges collected by the Master Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage LoansLoan, all Originator Prepayment Penalty Charge Payment Amounts paid by the Originator and all Servicer Prepayment Penalty Charge Payment Amounts required to be paid by the Master Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and
(viii) all amounts required to be deposited by the Master Servicer pursuant to Section 2.03. Any interest paid on funds deposited in the Collection Account, subject to Section 3.233.25, shall accrue to the benefit of the Master Servicer and the Master Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(v). The foregoing requirements for deposit from the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment penalties charges that are not Prepayment PenaltiesCharges, Originator Prepayment Penalty Charge Payment Amounts or Servicer Prepayment Penalty Charge Payment Amounts, assumption fees and other similar fees need not be deposited by the Master Servicer in the Collection Account. Amounts deposited into in the Collection Account in error may be withdrawn by the Master Servicer at any time.
(b) On behalf of the Trust Fund, the Securities Administrator Trustee shall establish and maintain one or more accounts (such account or accounts, the "Distribution Account"), on behalf of the Trustee, held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Master Servicer shall deliver to the Securities Administrator Trustee in immediately available funds for deposit in the Distribution Account by 1:00 p.m. New York City time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, (ii) the amount of all Prepayment Penalties Charges collected by the Master Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Collection Account (other than any such Prepayment Penalties Charges received after the related Prepayment Period), ) and (iii) any Originator Prepayment Penalty Charge Payment Amount or any Servicer Prepayment Penalty Charge Payment Amount that became due during the related Prepayment Period and (iv) amounts reimbursable or payable to the Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or payable to the Securities Administrator pursuant to Section 8.05 or Section 9.01(c)Amount. These amounts may be sent via a single combined wire transfer. Except as otherwise provided in Section 3.04(f), amounts Amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs and the Grantor Trust in accordance with the REMIC distributions set forth in Section 4.08. The Securities Administrator may, from time to time, withdraw from the Distribution Account for the following purposes:
(i) to pay to itself and to the Trustee any amounts owed to itself and the Trustee pursuant to Section 8.05, any amounts owed to itself pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant to Section 7.01;
(ii) to pay to itself as compensation any interest earned on funds in the Distribution Account (all such interest to be withdrawn monthly on each Distribution Date); and
(iii) to clear and terminate the Distribution Account upon the termination of this Agreement4.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.23. The Servicer shall give notice to the Securities Administrator (and the Securities Administrator shall give such notice to the NIMS Insurer and the Trustee) of the location of the Collection Account maintained by it when established and prior to any change thereof. The Securities Administrator shall give notice to the Servicer, the Trustee, the NIMS Insurer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) In the event the Servicer shall deliver to the Securities Administrator for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Securities Administrator from time to time for deposit, and the Securities Administrator shall so deposit, in the Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
(ii) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;
(iii) any Prepayment Penalties or amounts in connection with the waiver of such Prepayment Penalties, in each case required to be deposited pursuant to Section 3.01;
(iv) any amounts required to be deposited in the Distribution Account pursuant to Sections 2.03, 3.04, 3.16, 3.23 or 4.07; and
(v) any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer's own funds, without reimbursement therefor.
(e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Securities Administrator shall, unless such funds have been received from the Servicer, notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Securities Administrator shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.23(b) in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account.
(f) Any Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Securities Administrator, on behalf of the Trustee, for the benefit of the Class P Certificateholders. In addition, any Cap Carryover Amounts that are paid with respect to the Class A or Class M Certificates will be treated as first having been distributed with respect to the Class CE Certificates and then having been paid outside of the REMICs to the Class A or Class M Certificateholders.
(g) The Securities Administrator shall establish and maintain (I) the Class AI Reserve Account, held in trust for the benefit of the Holders of the Class AI-1A Certificates, (II) the Class AII Reserve Account, held in trust for the benefit of the Holders of the Class AII Certificates, (III) the Class AIII Reserve Account, held in trust for the benefit of the Holders of the Class AIII Certificates, (IV) the Upper Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, (V) the Middle Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-6 and Class M-7 Certificates, (VI) the Lower Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-8A and Class M-9 Certificates. The Securities Administrator shall deposit in the (I) Class AI Reserve Account on the date received by it, any Class AI Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (II) Class AII Reserve Account on the date received by it, any Class AII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (III) Class AIII Reserve Account on the date received by it, any Class AIII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (IV) Upper Mezzanine Reserve Account on the date received by it, any Upper Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (V) Middle Mezzanine Reserve Account on the date received by it, any Middle Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date and (IV) Lower Mezzanine Reserve Account on the date received by it, any Lower Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date. On each Distribution Date, the Securities Administrator shall withdraw from the (I) Class AI Reserve Account any Class AI Yield Maintenance Agreement Payment, (II) Class AII Reserve Account any Class AII Yield Maintenance Agreement Payment, (III) Class AIII Reserve Account any Class AIII Yield Maintenance Agreement Payment, (IV) Upper Mezzanine Reserve Account any Upper Mezzanine Yield Maintenance Agreement Payment, (V) Middle Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and (VI) Lower Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and apply them in the following order of priority:
(i) to the Class AI-1A Certificates from the Class AI Reserve Account, any remaining unpaid Cap Carryover Amounts for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof),
(ii) (a) to the Class AII Certificates, from the Class AII Reserve Account, in each case only up to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amount for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof), distributed to the Class AII-1A and Class AII-1B Certificates, pro rata, based on their respective Cap Amounts; and
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Asset-Backed Funding Corp. ABFC Asset Backed Certificates, Series 2004-Opt4), Pooling and Servicing Agreement (Asset-Backed Funding Corp. ABFC Asset Backed Certificates, Series 2004-Opt5)
Collection Account, Distribution Account and Reserve Accounts. (a) The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more accounts (such account or accounts, the "Collection Account")Accounts. Each Collection Account shall be an Eligible Account. The Servicer shall deposit in the Collection Account on a daily basis within three two Business Days of receipt, and retain therein, the following payments and collections received or made by it after the applicable Cut-off Date with respect to the Mortgage Loans, without duplication:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Net proceeds from a Cash Liquidation Proceeds and any Subsequent Recoveries;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;; and
(vi) any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 3.13;
(vii) all Prepayment Penalties collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans, all Originator Prepayment Penalty Payment Amounts paid by the Originator and all Servicer Prepayment Penalty Payment Amounts required to be paid by the Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and
(viii) all amounts required to be deposited by the Servicer pursuant to Section 2.03. Any interest paid on funds deposited in the Collection Account, subject to Section 3.233.25, shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(v). The foregoing requirements for deposit from the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment penalties charges that are not Prepayment Penaltiesprepayment penalties, Originator Prepayment Penalty Payment Amounts or Servicer Prepayment Penalty Payment Amounts, and assumption fees and other similar fees need not be deposited by the Servicer in the Collection Account. Amounts deposited into the Collection Account in error may be withdrawn at any time.
(b) On behalf of the Trust Fund, the Securities Administrator Trustee shall establish and maintain one or more accounts (such account or accounts, the "Distribution Account"), on behalf of the Trustee, held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Securities Administrator Trustee in immediately available funds for deposit in the Distribution Account by 1:00 p.m. the close of business New York City time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, (ii) the amount of all Prepayment Penalties collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Collection Account (other than any such Prepayment Penalties received after the related Prepayment Period), (iii) any Originator Prepayment Penalty Payment Amount or Servicer Prepayment Penalty Payment Amount that became due during the related Prepayment Period and (iv) amounts reimbursable or payable to the Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or payable to the Securities Administrator pursuant to Section 8.05 or Section 9.01(c). These amounts may be sent via a single combined wire transfer. Except as otherwise provided in Section 3.04(f), amounts Amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs and the Grantor Trust in accordance with the REMIC distributions set forth in Section 4.08. The Securities Administrator may, from time to time, withdraw from the Distribution Account for the following purposes:
(i) to pay to itself and to the Trustee any amounts owed to itself and the Trustee pursuant to Section 8.05, any amounts owed to itself pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant to Section 7.01;
(ii) to pay to itself as compensation any interest earned on funds in the Distribution Account (all such interest to be withdrawn monthly on each Distribution Date); and
(iii) to clear and terminate the Distribution Account upon the termination of this Agreement.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.233.25. The Servicer shall give notice to the Securities Administrator (and the Securities Administrator shall give such notice to the NIMS Insurer and the Trustee) Trustee of the location of the Collection Account maintained by it when established and prior to any change thereof. The Securities Administrator Trustee shall give notice to the Servicer, the Trustee, the NIMS Insurer Servicer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) In the event the Servicer shall deliver to the Securities Administrator Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator Trustee withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Securities Administrator Trustee from time to time for deposit, and the Securities Administrator Trustee shall so deposit, in the Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
(ii) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;
(iii) any Prepayment Penalties prepayment penalties or amounts in connection with the waiver of such Prepayment Penaltiesprepayment penalties, in each case required to be deposited pursuant to Section 3.01;
(iv) any amounts required to be deposited in the Distribution Account pursuant to Sections 2.03, 3.04, 3.15, 3.16, 3.23 or 4.07; and
(v) any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer's own funds, without reimbursement therefor.
(e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Securities Administrator shall, unless such funds have been received from the Servicer, Trustee shall notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Securities Administrator Trustee shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.23(b3.25(b) in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account.
(f) Any Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Securities Administrator, on behalf of the Trustee, for the benefit of the Class P Certificateholders. In addition, any Cap Carryover Amounts that are paid with respect to the Class A or Class M Certificates will be treated as first having been distributed with respect to the Class CE Certificates and then having been paid outside of the REMICs to the Class A or Class M Certificateholders.
(gi) The Securities Administrator Trustee shall establish and maintain (I) the Class AI Group I Reserve Account, Account held in trust for the benefit of the Holders of the Class AI-1A Certificates, (II) the Class AII Reserve Account, held in trust for the benefit of the Holders of the Class AII Certificates, (III) the Class AIII Reserve Account, held in trust for the benefit of the Holders of the Class AIII Certificates, (IV) the Upper Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4 AV-1 and Class M-5 Certificates, (V) the Middle Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-6 and Class M-7 Certificates, (VI) the Lower Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-8A and Class M-9 Certificates. The Securities Administrator shall deposit in the (I) Class AI Reserve Account on the date received by it, any Class AI Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (II) Class AII Reserve Account on the date received by it, any Class AII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (III) Class AIII Reserve Account on the date received by it, any Class AIII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (IV) Upper Mezzanine Reserve Account on the date received by it, any Upper Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (V) Middle Mezzanine Reserve Account on the date received by it, any Middle Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date and (IV) Lower Mezzanine Reserve Account on the date received by it, any Lower Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date. On each Distribution Date, the Securities Administrator shall withdraw from the (I) Class AI Reserve Account any Class AI Yield Maintenance Agreement Payment, (II) Class AII Reserve Account any Class AII Yield Maintenance Agreement Payment, (III) Class AIII Reserve Account any Class AIII Yield Maintenance Agreement Payment, (IV) Upper Mezzanine Reserve Account any Upper Mezzanine Yield Maintenance Agreement Payment, (V) Middle Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and (VI) Lower Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and apply them in the following order of priority:
(i) to the Class AI-1A Certificates from the Class AI Reserve Account, any remaining unpaid Cap Carryover Amounts for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof),
(ii) (a) to the Class AII Certificates, from the Class AII Reserve Account, in each case only up to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amount for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof), distributed to the Class AII-1A and Class AII-1B Certificates, pro rata, based on their respective Cap Amounts; andAV-2
Appears in 1 contract
Collection Account, Distribution Account and Reserve Accounts. (a) The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more accounts (such account or accounts, the "Collection Account")Accounts. Each Collection Account shall be an Eligible Account. The Servicer shall deposit in the Collection Account on a daily basis within three two Business Days of receipt, and retain therein, the following payments and collections received or made by it after the applicable Cut-off Date with respect to the Mortgage Loans, without duplication:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Net proceeds from a Cash Liquidation Proceeds and any Subsequent Recoveries;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;; and
(vi) any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 3.13;
(vii) all Prepayment Penalties collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans, all Originator Prepayment Penalty Payment Amounts paid by the Originator and all Servicer Prepayment Penalty Payment Amounts required to be paid by the Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and
(viii) all amounts required to be deposited by the Servicer pursuant to Section 2.03. Any interest paid on funds deposited in the Collection Account, subject to Section 3.233.25, shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(v). The foregoing requirements for deposit from the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment penalties charges that are not Prepayment Penaltiesprepayment penalties, Originator Prepayment Penalty Payment Amounts or Servicer Prepayment Penalty Payment Amounts, and assumption fees and other similar fees need not be deposited by the Servicer in the Collection Account. Amounts deposited into the Collection Account in error may be withdrawn at any time.
(b) On behalf of the Trust Fund, the Securities Administrator Trustee shall establish and maintain one or more accounts (such account or accounts, the "Distribution Account"), on behalf of the Trustee, held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Securities Administrator Trustee in immediately available funds for deposit in the Distribution Account by 1:00 p.m. the close of business New York City time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, (ii) the amount of all Prepayment Penalties collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Collection Account (other than any such Prepayment Penalties received after the related Prepayment Period), (iii) any Originator Prepayment Penalty Payment Amount or Servicer Prepayment Penalty Payment Amount that became due during the related Prepayment Period and (iv) amounts reimbursable or payable to the Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or payable to the Securities Administrator pursuant to Section 8.05 or Section 9.01(c). These amounts may be sent via a single combined wire transfer. Except as otherwise provided in Section 3.04(f), amounts Amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs and the Grantor Trust in accordance with the REMIC distributions set forth in Section 4.08. The Securities Administrator may, from time to time, withdraw from the Distribution Account for the following purposes:
(i) to pay to itself and to the Trustee any amounts owed to itself and the Trustee pursuant to Section 8.05, any amounts owed to itself pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant to Section 7.01;
(ii) to pay to itself as compensation any interest earned on funds in the Distribution Account (all such interest to be withdrawn monthly on each Distribution Date); and
(iii) to clear and terminate the Distribution Account upon the termination of this Agreement.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.233.25. The Servicer shall give notice to the Securities Administrator (and the Securities Administrator shall give such notice to the NIMS Insurer and the Trustee) Trustee of the location of the Collection Account maintained by it when established and prior to any change thereof. The Securities Administrator Trustee shall give notice to the Servicer, the Trustee, the NIMS Insurer Servicer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) In the event the Servicer shall deliver to the Securities Administrator Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator Trustee withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Securities Administrator Trustee from time to time for deposit, and the Securities Administrator Trustee shall so deposit, in the Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
(ii) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;
(iii) any Prepayment Penalties prepayment penalties or amounts in connection with the waiver of such Prepayment Penaltiesprepayment penalties, in each case required to be deposited pursuant to Section 3.01;
(iv) any amounts required to be deposited in the Distribution Account pursuant to Sections 2.03, 3.04, 3.15, 3.16, 3.23 or 4.07; and
(v) any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer's own funds, without reimbursement therefor.
(e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Securities Administrator shall, unless such funds have been received from the Servicer, Trustee shall notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Securities Administrator Trustee shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.23(b3.25(b) in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account.
(f) Any Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Securities Administrator, on behalf of the Trustee, for the benefit of the Class P Certificateholders. In addition, any Cap Carryover Amounts that are paid with respect to the Class A or Class M Certificates will be treated as first having been distributed with respect to the Class CE Certificates and then having been paid outside of the REMICs to the Class A or Class M Certificateholders.
(gi) The Securities Administrator Trustee shall establish and maintain (I) the Class AI Group I Reserve Account, Account held in trust for the benefit of the Holders of the Class AI-1A Certificates, (II) the Class AII Reserve Account, held in trust for the benefit of the Holders of the Class AII Certificates, (III) the Class AIII Reserve Account, held in trust for the benefit of the Holders of the Class AIII Certificates, (IV) the Upper Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-1AV-1, Class M-2, Class M-3, Class M-4 AV-2 and Class M-5 Certificates, (V) the Middle Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-6 and Class M-7 Certificates, (VI) the Lower Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-8A and Class M-9 Certificates. The Securities Administrator shall deposit in the (I) Class AI Reserve Account on the date received by it, any Class AI Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (II) Class AII Reserve Account on the date received by it, any Class AII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (III) Class AIII Reserve Account on the date received by it, any Class AIII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (IV) Upper Mezzanine Reserve Account on the date received by it, any Upper Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (V) Middle Mezzanine Reserve Account on the date received by it, any Middle Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date and (IV) Lower Mezzanine Reserve Account on the date received by it, any Lower Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date. On each Distribution Date, the Securities Administrator shall withdraw from the (I) Class AI Reserve Account any Class AI Yield Maintenance Agreement Payment, (II) Class AII Reserve Account any Class AII Yield Maintenance Agreement Payment, (III) Class AIII Reserve Account any Class AIII Yield Maintenance Agreement Payment, (IV) Upper Mezzanine Reserve Account any Upper Mezzanine Yield Maintenance Agreement Payment, (V) Middle Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and (VI) Lower Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and apply them in the following order of priority:
(i) to the Class AI-1A Certificates from the Class AI Reserve Account, any remaining unpaid Cap Carryover Amounts for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof),
(ii) (a) to the Class AII Certificates, from the Class AII Reserve Account, in each case only up to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amount for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof), distributed to the Class AII-1A and Class AII-1B Certificates, pro rata, based on their respective Cap Amounts; andAV-3
Appears in 1 contract
Collection Account, Distribution Account and Reserve Accounts. (a) The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more accounts (such account or accounts, the "Collection Account")Accounts. Each Collection Account shall be an Eligible Account. The Servicer shall deposit or cause to be deposited on a daily basis and in no event more than one Business Day after receipt thereof in the clearing account (which must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities, and shall thereafter deposit in the Collection Account within three Account, in no event more than one Business Days Day after deposit of receiptsuch funds in the clearing account, and retain therein, the following payments and collections received or made by it after the applicable Cut-off Date with respect to the Mortgage Loans, without duplication:Loans (other than in respect of principal and interest due on or before the Cut-off Date):
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Net Liquidation Proceeds and any Subsequent Recoveries;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(vi) any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 3.13;
(vii) all Prepayment Penalties Charges collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage LoansLoan, all Originator Prepayment Penalty Charge Payment Amounts paid by the Originator and all Servicer Prepayment Penalty Charge Payment Amounts required to be paid by the Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and
(viii) all amounts required to be deposited by the Servicer pursuant to Section 2.03. Any interest paid on funds deposited in the Collection Account, subject to Section 3.233.25, shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(v). The foregoing requirements for deposit from the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment penalties charges that are not Prepayment PenaltiesCharges, Originator Prepayment Penalty Charge Payment Amounts or Servicer Prepayment Penalty Charge Payment Amounts, assumption fees and other similar fees need not be deposited by the Servicer in the Collection Account. Amounts deposited into in the Collection Account in error may be withdrawn by the Servicer at any time.
(b) On behalf of the Trust Fund, the Securities Administrator Trustee shall establish and maintain one or more accounts (such account or accounts, the "Distribution Account"), on behalf of the Trustee, held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Securities Administrator Trustee in immediately available funds for deposit in the Distribution Account by 1:00 p.m. New York City time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, (ii) the amount of all Prepayment Penalties Charges collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Collection Account (other than any such Prepayment Penalties Charges received after the related Prepayment Period), ) and (iii) any Originator Prepayment Penalty Charge Payment Amount or any Servicer Prepayment Penalty Charge Payment Amount that became due during the related Prepayment Period and (iv) amounts reimbursable or payable to the Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or payable to the Securities Administrator pursuant to Section 8.05 or Section 9.01(c)Amount. These amounts may be sent via a single combined wire transfer. Except as otherwise provided in Section 3.04(f), amounts Amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs and the Grantor Trust in accordance with the REMIC distributions set forth in Section 4.08. The Securities Administrator may, from time to time, withdraw from the Distribution Account for the following purposes:
(i) to pay to itself and to the Trustee any amounts owed to itself and the Trustee pursuant to Section 8.05, any amounts owed to itself pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant to Section 7.01;
(ii) to pay to itself as compensation any interest earned on funds in the Distribution Account (all such interest to be withdrawn monthly on each Distribution Date); and
(iii) to clear and terminate the Distribution Account upon the termination of this Agreement4.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.23. The Servicer shall give notice to the Securities Administrator (and the Securities Administrator shall give such notice to the NIMS Insurer and the Trustee) of the location of the Collection Account maintained by it when established and prior to any change thereof. The Securities Administrator shall give notice to the Servicer, the Trustee, the NIMS Insurer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) In the event the Servicer shall deliver to the Securities Administrator for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Securities Administrator from time to time for deposit, and the Securities Administrator shall so deposit, in the Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
(ii) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;
(iii) any Prepayment Penalties or amounts in connection with the waiver of such Prepayment Penalties, in each case required to be deposited pursuant to Section 3.01;
(iv) any amounts required to be deposited in the Distribution Account pursuant to Sections 2.03, 3.04, 3.16, 3.23 or 4.07; and
(v) any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer's own funds, without reimbursement therefor.
(e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Securities Administrator shall, unless such funds have been received from the Servicer, notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Securities Administrator shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.23(b) in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account.
(f) Any Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Securities Administrator, on behalf of the Trustee, for the benefit of the Class P Certificateholders. In addition, any Cap Carryover Amounts that are paid with respect to the Class A or Class M Certificates will be treated as first having been distributed with respect to the Class CE Certificates and then having been paid outside of the REMICs to the Class A or Class M Certificateholders.
(g) The Securities Administrator shall establish and maintain (I) the Class AI Reserve Account, held in trust for the benefit of the Holders of the Class AI-1A Certificates, (II) the Class AII Reserve Account, held in trust for the benefit of the Holders of the Class AII Certificates, (III) the Class AIII Reserve Account, held in trust for the benefit of the Holders of the Class AIII Certificates, (IV) the Upper Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, (V) the Middle Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-6 and Class M-7 Certificates, (VI) the Lower Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-8A and Class M-9 Certificates. The Securities Administrator shall deposit in the (I) Class AI Reserve Account on the date received by it, any Class AI Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (II) Class AII Reserve Account on the date received by it, any Class AII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (III) Class AIII Reserve Account on the date received by it, any Class AIII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (IV) Upper Mezzanine Reserve Account on the date received by it, any Upper Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (V) Middle Mezzanine Reserve Account on the date received by it, any Middle Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date and (IV) Lower Mezzanine Reserve Account on the date received by it, any Lower Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date. On each Distribution Date, the Securities Administrator shall withdraw from the (I) Class AI Reserve Account any Class AI Yield Maintenance Agreement Payment, (II) Class AII Reserve Account any Class AII Yield Maintenance Agreement Payment, (III) Class AIII Reserve Account any Class AIII Yield Maintenance Agreement Payment, (IV) Upper Mezzanine Reserve Account any Upper Mezzanine Yield Maintenance Agreement Payment, (V) Middle Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and (VI) Lower Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and apply them in the following order of priority:
(i) to the Class AI-1A Certificates from the Class AI Reserve Account, any remaining unpaid Cap Carryover Amounts for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof),
(ii) (a) to the Class AII Certificates, from the Class AII Reserve Account, in each case only up to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amount for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof), distributed to the Class AII-1A and Class AII-1B Certificates, pro rata, based on their respective Cap Amounts; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Funding Corp)
Collection Account, Distribution Account and Reserve Accounts. (a) The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more accounts (such account or accounts, the "Collection Account"). Each Collection Account shall be an Eligible Account. The Servicer shall deposit in the Collection Account within three Business Days of receipt, and retain therein, the following payments and collections received or made by it after the applicable Cut-off Date with respect to the Mortgage Loans, without duplication:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Net Liquidation Proceeds and Subsequent Recoveries;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(vi) any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 3.13;
(vii) all Prepayment Penalties collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans, all Originator Prepayment Penalty Payment Amounts paid by the Originator and all Servicer Prepayment Penalty Payment Amounts required to be paid by the Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and
(viii) all amounts required to be deposited by the Servicer pursuant to Section 2.03. Any interest paid on funds deposited in the Collection Account, subject to Section 3.23, shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(v). The foregoing requirements for deposit from the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment penalties that are not Prepayment Penalties, Originator Prepayment Penalty Payment Amounts or Servicer Prepayment Penalty Payment Amounts, assumption fees and other similar fees need not be deposited by the Servicer in the Collection Account. Amounts deposited into the Collection Account in error may be withdrawn at any time.
(b) On behalf of the Trust Fund, the Securities Administrator shall establish and maintain one or more accounts (such account or accounts, the "Distribution Account"), on behalf of the Trustee, held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver (or cause the Originator to deliver in the case of clause (iii) below) to the Securities Administrator in immediately available funds for deposit in the Distribution Account by 1:00 p.m. New York City time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, (ii) the amount of all Prepayment Penalties collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Collection Account (other than any such Prepayment Penalties received after the related Prepayment Period), (iii) any Originator Prepayment Penalty Payment Amount or Servicer Prepayment Penalty Payment Amount that became due during the related Prepayment Period and (iv) amounts reimbursable or payable to the Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or payable to the Securities Administrator pursuant to Section 8.05 or Section 9.01(c). These amounts may be sent via a single combined wire transfer. Except as otherwise provided in Section 3.04(f), amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs in accordance with the REMIC distributions set forth in Section 4.08. The Securities Administrator may, from time to time, withdraw from the Distribution Account for the following purposes:
(i) to pay to itself and to the Trustee any amounts owed to itself and the Trustee pursuant to Section 8.05, any amounts owed to itself pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant to Section 7.01;
(ii) to pay to itself as compensation any interest earned on funds in the Distribution Account (all such interest to be withdrawn monthly on each Distribution Date); and
(iii) to clear and terminate the Distribution Account upon the termination of this Agreement.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.23. The Servicer shall give notice to the Securities Administrator (and the Securities Administrator shall give such notice to the NIMS Insurer and the Trustee) of the location of the Collection Account maintained by it when established upon request and prior to any change thereof. The Securities Administrator shall give notice to the Servicer, the Trustee, the NIMS Insurer Trustee and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) In the event the Servicer shall deliver to the Securities Administrator for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Securities Administrator from time to time for deposit, and the Securities Administrator shall so deposit, in the Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
(ii) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;
(iii) any Prepayment Penalties or amounts in connection with the waiver of such Prepayment Penalties, in each case required to be deposited pursuant to Section 3.01;
(iv) any amounts required to be deposited in the Distribution Account pursuant to Sections 2.03, 3.04, 3.16, 3.23 or 4.07; and
(v) any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer's own funds, without reimbursement therefor.
(e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Securities Administrator shall, unless such funds have been received from the Servicer, notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Securities Administrator shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.23(b) in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account.
(f) Any Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any either REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Securities Administrator, on behalf of the Trustee, for the benefit of the Class P Certificateholders. In addition, any Cap Carryover Amounts that are paid with respect to the Class A or Class M Certificates will be treated as first having been distributed with respect to the Class CE Certificates and then having been paid outside of the REMICs to the Class A or Class M Certificateholders.
(g) The Securities Administrator shall establish and maintain (I) the Class AI Reserve Account, held in trust for the benefit of the Holders of the Class AI-1A and Class AI-1B Certificates, (II) the Class AII Reserve Account, held in trust for the benefit of the Holders of the Class AII Certificates, AII-1 Certificates and (III) the Class AIII Reserve Account, held in trust for the benefit of the Holders of the Class AIII Certificates, (IV) the Upper Mezzanine M Reserve Account, held in trust for the benefit of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 CertificatesM-5, (V) the Middle Mezzanine Reserve AccountClass M-6, held in trust for the benefit of the Holders of the Class M-6 M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13 and Class M-7 Certificates, (VI) the Lower Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-8A and Class M-9 M-14 Certificates. The Securities Administrator shall deposit in the (I) Class AI Reserve Account on the date received by it, any Class AI Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (II) Class AII Reserve Account on the date received by it, any Class AII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, Date and (III) Class AIII M Reserve Account on the date received by it, any Class AIII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (IV) Upper Mezzanine Reserve Account on the date received by it, any Upper Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (V) Middle Mezzanine Reserve Account on the date received by it, any Middle Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date and (IV) Lower Mezzanine Reserve Account on the date received by it, any Lower Mezzanine M Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date. On each Distribution Date, the Securities Administrator shall withdraw from the (I) Class AI Reserve Account any Class AI Yield Maintenance Agreement Payment, (II) Class AII Reserve Account any Class AII Yield Maintenance Agreement Payment, Payment and (III) Class AIII M Reserve Account any Class AIII Yield Maintenance Agreement Payment, (IV) Upper Mezzanine Reserve Account any Upper Mezzanine Yield Maintenance Agreement Payment, (V) Middle Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and (VI) Lower Mezzanine Reserve Account any Middle Mezzanine M Yield Maintenance Agreement Payment and apply them in the following order of priority:
(i) to the Class AI-1A and Class AI-1B Certificates from the Class AI Reserve Account, any remaining unpaid Cap Carryover Amounts for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof),
(ii) (a) to the Class AII Certificates, from the Class AII Reserve Account, in each case only up to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amounts for such Classes for such Distribution Date, distributed concurrently, to the Class AI-1A and Class AI-1B Certificates;
(ii) to the Class AII-1 Certificates, from the Class AII Reserve Account, any Cap Carryover Amount for such Class for such Distribution Date;
(iii) to the Class AI Certificates, from the Class AI Reserve Account, without regard to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amounts for such Classes for such Distribution Date (after distributions pursuant to clause (i) above), distributed concurrently, to the Class A Certificates AI-1A and Class AI-1B Certificates, pro rata (based on their respective remaining Cap Carryover Amounts);
(iv) to the Class M Certificates, from the Class M Reserve Account, in each case only up to the Cap Amount for the related Class, any Cap Carryover Amounts for such Classes for such Distribution Date, distributed concurrently, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class X-0, Xxxxx X-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13 and Class M-14 Certificates;
(v) to the Class M Certificates, from the Class M Reserve Account, without regard to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amounts for such Classes for such Distribution Date (after distributions pursuant to Section 4.02(b)(xxxivclause (iv) hereofabove), distributed concurrently, to the Class AII-1A M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class X-0, Xxxxx X-8, Class M-9, Class M-10, Class M-11, Class M-12, Class M-13 and Class AII-1B M-14 Certificates, pro rata, based on their respective remaining Cap Carryover Amounts; and
(vi) to the Class CE Certificates, any remaining amount on deposit in the Reserve Accounts.
(h) The Securities Administrator shall account for the Reserve Accounts as assets of a grantor trust under subpart E, part I of subchapter J of the Code and not assets of either REMIC created pursuant to this Agreement. The beneficial owner of the Reserve Accounts is the Class CE Certificateholder. For all federal tax purposes, amounts transferred or reimbursed by REMIC 2 to the Reserve Accounts shall be treated as distributions by the Securities Administrator to the Class CE Certificateholder.
(i) Any Cap Carryover Amounts paid by the Securities Administrator pursuant to this Section 3.04(g) to the Regular Certificates (other than the Class CE Certificates) shall be accounted for by the Securities Administrator as amounts paid first to the Class CE Certificates and then to the respective Class or Classes of Regular Certificates (other than the Class CE Certificates). In addition, the Securities Administrator shall account for the Regular Certificates' (other than the Class CE Certificates) rights to receive payments of Cap Carryover Amounts as rights in a limited recourse interest rate cap contract written by the Class CE Certificates in favor of the Regular Certificates (other than the Class CE Certificates).
(j) For federal tax return and information reporting, the right of the Holders of the Regular Certificates (other than the Class CE Certificates) to receive payments under the Class AI Yield Maintenance Agreement, the Class AII Yield Maintenance Agreement and the Class M Yield Maintenance Agreement in respect of the related Yield Maintenance Agreement Payments shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wells Fargo Home Equity Asset-Backed Securities 2005-1 Trust)
Collection Account, Distribution Account and Reserve Accounts. (a) The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more accounts (such account or accounts, the "Collection Account")Accounts. Each Collection Account shall be an Eligible Account. The Servicer shall deposit or cause to be deposited on a daily basis and in no event more than one Business Day after receipt thereof in the clearing account (which must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities, and shall thereafter deposit in the Collection Account within three Account, in no event more than one Business Days Day after deposit of receiptsuch funds in the clearing account, and retain therein, the following payments and collections received or made by it after the applicable Cut-off Date with respect to the Mortgage Loans, without duplication:Loans (other than in respect of principal and interest due on or before the Cut-off Date):
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Net Liquidation Proceeds and any Subsequent Recoveries;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(vi) any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 3.13;
(vii) all Prepayment Penalties Charges collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage LoansLoan, all Originator Prepayment Penalty Charge Payment Amounts paid by the related Originator and all Servicer Prepayment Penalty Charge Payment Amounts required to be paid by the Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and
(viii) all amounts required to be deposited by the Servicer pursuant to Section 2.03. Any interest paid on funds deposited in the Collection Account, subject to Section 3.233.25, shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(v3.05(vi). The foregoing requirements for deposit from the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment penalties charges that are not Prepayment PenaltiesCharges, Originator Prepayment Penalty Charge Payment Amounts or Servicer Prepayment Penalty Charge Payment Amounts, assumption fees and other similar fees need not be deposited by the Servicer in the Collection Account. Amounts deposited into in the Collection Account in error may be withdrawn by the Servicer at any time.
(b) On behalf of the Trust Fund, the Securities Administrator Trustee shall establish and maintain one or more accounts (such account or accounts, the "Distribution Account"), on behalf of the Trustee, held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Securities Administrator Trustee in immediately available funds for deposit in the Distribution Account by 1:00 p.m. New York City time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, (ii) the amount of all Prepayment Penalties Charges collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Collection Account (other than any such Prepayment Penalties Charges received after the related Prepayment Period), ) and (iii) any Originator Prepayment Penalty Charge Payment Amount or any Servicer Prepayment Penalty Charge Payment Amount that became due during the related Prepayment Period and (iv) amounts reimbursable or payable to the Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or payable to the Securities Administrator pursuant to Section 8.05 or Section 9.01(c)Amount. These amounts may be sent via a single combined wire transfer. Except as otherwise provided in Section 3.04(f), amounts Amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs and the Grantor Trust in accordance with the REMIC distributions set forth in Section 4.08. The Securities Administrator may, from time to time, withdraw from the Distribution Account for the following purposes:
(i) to pay to itself and to the Trustee any amounts owed to itself and the Trustee pursuant to Section 8.05, any amounts owed to itself pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant to Section 7.01;
(ii) to pay to itself as compensation any interest earned on funds in the Distribution Account (all such interest to be withdrawn monthly on each Distribution Date); and
(iii) to clear and terminate the Distribution Account upon the termination of this Agreement4.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.23. The Servicer shall give notice to the Securities Administrator (and the Securities Administrator shall give such notice to the NIMS Insurer and the Trustee) of the location of the Collection Account maintained by it when established and prior to any change thereof. The Securities Administrator shall give notice to the Servicer, the Trustee, the NIMS Insurer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) In the event the Servicer shall deliver to the Securities Administrator for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Securities Administrator from time to time for deposit, and the Securities Administrator shall so deposit, in the Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
(ii) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;
(iii) any Prepayment Penalties or amounts in connection with the waiver of such Prepayment Penalties, in each case required to be deposited pursuant to Section 3.01;
(iv) any amounts required to be deposited in the Distribution Account pursuant to Sections 2.03, 3.04, 3.16, 3.23 or 4.07; and
(v) any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer's own funds, without reimbursement therefor.
(e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Securities Administrator shall, unless such funds have been received from the Servicer, notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Securities Administrator shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.23(b) in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account.
(f) Any Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Securities Administrator, on behalf of the Trustee, for the benefit of the Class P Certificateholders. In addition, any Cap Carryover Amounts that are paid with respect to the Class A or Class M Certificates will be treated as first having been distributed with respect to the Class CE Certificates and then having been paid outside of the REMICs to the Class A or Class M Certificateholders.
(g) The Securities Administrator shall establish and maintain (I) the Class AI Reserve Account, held in trust for the benefit of the Holders of the Class AI-1A Certificates, (II) the Class AII Reserve Account, held in trust for the benefit of the Holders of the Class AII Certificates, (III) the Class AIII Reserve Account, held in trust for the benefit of the Holders of the Class AIII Certificates, (IV) the Upper Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, (V) the Middle Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-6 and Class M-7 Certificates, (VI) the Lower Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-8A and Class M-9 Certificates. The Securities Administrator shall deposit in the (I) Class AI Reserve Account on the date received by it, any Class AI Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (II) Class AII Reserve Account on the date received by it, any Class AII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (III) Class AIII Reserve Account on the date received by it, any Class AIII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (IV) Upper Mezzanine Reserve Account on the date received by it, any Upper Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (V) Middle Mezzanine Reserve Account on the date received by it, any Middle Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date and (IV) Lower Mezzanine Reserve Account on the date received by it, any Lower Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date. On each Distribution Date, the Securities Administrator shall withdraw from the (I) Class AI Reserve Account any Class AI Yield Maintenance Agreement Payment, (II) Class AII Reserve Account any Class AII Yield Maintenance Agreement Payment, (III) Class AIII Reserve Account any Class AIII Yield Maintenance Agreement Payment, (IV) Upper Mezzanine Reserve Account any Upper Mezzanine Yield Maintenance Agreement Payment, (V) Middle Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and (VI) Lower Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and apply them in the following order of priority:
(i) to the Class AI-1A Certificates from the Class AI Reserve Account, any remaining unpaid Cap Carryover Amounts for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof),
(ii) (a) to the Class AII Certificates, from the Class AII Reserve Account, in each case only up to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amount for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof), distributed to the Class AII-1A and Class AII-1B Certificates, pro rata, based on their respective Cap Amounts; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2005-He2)
Collection Account, Distribution Account and Reserve Accounts. (a) The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more accounts (such account or accounts, the "Collection Account")Accounts. Each Collection Account shall be an Eligible Account. The Servicer shall deposit or cause to be deposited on a daily basis and in no event more than one (1) Business Day after receipt thereof in the clearing account (which must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities, and shall thereafter deposit in the Collection Account within three Account, in no event more than one (1) Business Days Day after deposit of receiptsuch funds in the clearing account, and retain therein, the following payments and collections received or made by it after the applicable Cut-off Date with respect to the Mortgage Loans, without duplication:Loans (other than in respect of principal and interest due on or before the Cut-off Date):
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Net Liquidation Proceeds and any Subsequent Recoveries;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(vi) any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 3.13;
(vii) all Prepayment Penalties Charges collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage LoansLoan, all Originator Prepayment Penalty Charge Payment Amounts paid by the Originator and all Servicer Prepayment Penalty Charge Payment Amounts required to be paid by the Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and
(viii) all amounts required to be deposited by the Servicer pursuant to Section 2.03. Any interest paid on funds deposited in the Collection Account, subject to Section 3.233.25, shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(v). The foregoing requirements for deposit from the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment penalties charges that are not Prepayment PenaltiesCharges, Originator Prepayment Penalty Charge Payment Amounts or Servicer Prepayment Penalty Charge Payment Amounts, assumption fees and other similar fees need not be deposited by the Servicer in the Collection Account. Amounts deposited into the Collection Account in error may be withdrawn by the Servicer at any time.
(b) On behalf of the Trust Fund, the Securities Administrator Trustee shall establish and maintain one or more accounts (such account or accounts, the "Distribution Account"), on behalf of the Trustee, held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Securities Administrator Trustee in immediately available funds for deposit in the Distribution Account by 1:00 p.m. New York City time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, Account and (ii) the amount of all Prepayment Penalties Charges collected by the Servicer, all Originator Prepayment Charge Payment Amounts required to be paid by the Originator and all Servicer Prepayment Charge Payment Amounts required to be paid by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Trust Collection Account (other than any such Prepayment Penalties Charges received and Servicer Prepayment Charge Payment Amounts and Originator Prepayment Charge Payment Amounts paid after the related Prepayment Period), (iii) any Originator Prepayment Penalty Payment Amount or Servicer Prepayment Penalty Payment Amount that became due during the related Prepayment Period and (iv) amounts reimbursable or payable to the Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or payable to the Securities Administrator pursuant to Section 8.05 or Section 9.01(c). These amounts may be sent via a single combined wire transfer. Except as otherwise provided in Section 3.04(f), amounts Amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs and the Grantor Trust in accordance with the REMIC distributions set forth in Section 4.08. The Securities Administrator may, from time to time, withdraw from the Distribution Account for the following purposes:
(i) to pay to itself and to the Trustee any amounts owed to itself and the Trustee pursuant to Section 8.05, any amounts owed to itself pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant to Section 7.01;
(ii) to pay to itself as compensation any interest earned on funds in the Distribution Account (all such interest to be withdrawn monthly on each Distribution Date); and
(iii) to clear and terminate the Distribution Account upon the termination of this Agreement4.
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.23. The Servicer shall give notice to the Securities Administrator (and the Securities Administrator shall give such notice to the NIMS Insurer and the Trustee) of the location of the Collection Account maintained by it when established and prior to any change thereof. The Securities Administrator shall give notice to the Servicer, the Trustee, the NIMS Insurer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.
(d) In the event the Servicer shall deliver to the Securities Administrator for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Securities Administrator withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Securities Administrator from time to time for deposit, and the Securities Administrator shall so deposit, in the Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
(ii) any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;
(iii) any Prepayment Penalties or amounts in connection with the waiver of such Prepayment Penalties, in each case required to be deposited pursuant to Section 3.01;
(iv) any amounts required to be deposited in the Distribution Account pursuant to Sections 2.03, 3.04, 3.16, 3.23 or 4.07; and
(v) any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer's own funds, without reimbursement therefor.
(e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Securities Administrator shall, unless such funds have been received from the Servicer, notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Securities Administrator shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.23(b) in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account.
(f) Any Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Securities Administrator, on behalf of the Trustee, for the benefit of the Class P Certificateholders. In addition, any Cap Carryover Amounts that are paid with respect to the Class A or Class M Certificates will be treated as first having been distributed with respect to the Class CE Certificates and then having been paid outside of the REMICs to the Class A or Class M Certificateholders.
(g) The Securities Administrator shall establish and maintain (I) the Class AI Reserve Account, held in trust for the benefit of the Holders of the Class AI-1A Certificates, (II) the Class AII Reserve Account, held in trust for the benefit of the Holders of the Class AII Certificates, (III) the Class AIII Reserve Account, held in trust for the benefit of the Holders of the Class AIII Certificates, (IV) the Upper Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, (V) the Middle Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-6 and Class M-7 Certificates, (VI) the Lower Mezzanine Reserve Account, held in trust for the benefit of the Holders of the Class M-8A and Class M-9 Certificates. The Securities Administrator shall deposit in the (I) Class AI Reserve Account on the date received by it, any Class AI Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (II) Class AII Reserve Account on the date received by it, any Class AII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (III) Class AIII Reserve Account on the date received by it, any Class AIII Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (IV) Upper Mezzanine Reserve Account on the date received by it, any Upper Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date, (V) Middle Mezzanine Reserve Account on the date received by it, any Middle Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date and (IV) Lower Mezzanine Reserve Account on the date received by it, any Lower Mezzanine Yield Maintenance Agreement Payment received from the Yield Maintenance Agreement Provider for the related Distribution Date. On each Distribution Date, the Securities Administrator shall withdraw from the (I) Class AI Reserve Account any Class AI Yield Maintenance Agreement Payment, (II) Class AII Reserve Account any Class AII Yield Maintenance Agreement Payment, (III) Class AIII Reserve Account any Class AIII Yield Maintenance Agreement Payment, (IV) Upper Mezzanine Reserve Account any Upper Mezzanine Yield Maintenance Agreement Payment, (V) Middle Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and (VI) Lower Mezzanine Reserve Account any Middle Mezzanine Yield Maintenance Agreement Payment and apply them in the following order of priority:
(i) to the Class AI-1A Certificates from the Class AI Reserve Account, any remaining unpaid Cap Carryover Amounts for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof),
(ii) (a) to the Class AII Certificates, from the Class AII Reserve Account, in each case only up to the Cap Amount for the related Class, any remaining unpaid Cap Carryover Amount for such Class for such Distribution Date (after distributions to the Class A Certificates pursuant to Section 4.02(b)(xxxiv) hereof), distributed to the Class AII-1A and Class AII-1B Certificates, pro rata, based on their respective Cap Amounts; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CHEC Loan Trust 2004-2 Asset-Backed Certificates, Series 2004-2)
