Distributions Clause Samples

Distributions. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member's interest shall be made in accordance with the positive capital account balances pursuant to U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d).

Distributions. (a) The Company, in the sole discretion of the Board, in the event there are Available Funds, may make distributions thereof (“Distributions”) to Members as set forth herein. “Available Funds” means the Company’s gross cash receipts from operations, less the sum of: (1) payments of principal, interest, charges and fees pertaining to any of the Company’s indebtedness; (2) costs and expenses incurred in the conduct of the Company’s business; and (3) amounts reserved to meet the reasonable needs of the Company’s business. Notwithstanding anything herein to the contrary, no Member may receive a Distribution to the extent that, after giving effect to the Distribution, all liabilities of the Company (other than to a Member on account of its Shares and liabilities for which the recourse of creditors is limited to specific property of the Company) exceed the fair market value of the assets of the Company (except that property that is subject to a liability for which the recourse of the creditors is limited to such property shall be included in the assets of the Company only to the extent the Fair Market Value of such property exceeds that liability). In the event of a Distribution to a Member that would be deemed violative of applicable law, the applicable Member may be required to return such Distribution to the Company. Each Distribution in respect of any Shares shall be paid by the Company, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Shares as of the Record Date set for such Distribution. Such payment shall constitute full payment and satisfaction of the Company’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

Distributions. The Trustee, as of the First Settlement Date, shall advance from its own funds and shall pay to the Unitholders of each Trust then of record the amount of interest accrued on the Bonds deposited in such Trust. The Trustee shall be entitled to reimbursement for such advancement from interest received by the respective Trust before any further distributions shall be made from the Interest Account to Unitholders of such Trust. The Trustee shall also advance from its own funds and pay the appropriate persons the Trustee Advance, which amount represents interest which accrues on any "when, as and if issued" Bonds deposited in a Trust from the First Settlement Date to the respective dates of delivery to the Trust of any of such Bonds. Subsequent distributions shall be made as hereinafter provided. Subsequent distributions of funds from the Interest Account of a Trust shall be made on the Monthly Record Dates of a Trust as described herein. As of each Monthly Record Date, the Trustee shall, with respect to each Trust: (a) deduct from the Interest Account or, to the extent funds are not available in such Account, from the Principal Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 7.04; (b) deduct from the Interest Account, or, to the extent funds are not available in such Account, from the Principal Account and pay to the Evaluator the amount that it is at the time entitled to receive pursuant to Section 5.03; (c) deduct from the Interest Account, or, to the extent funds are not available in such Account, from the Principal Account and pay to any Portfolio Insurer the amount of any premium to which it is at the time entitled to receive pursuant to Section 2.06; (d) deduct from the Interest Account, or to the extent funds are not available in such Account, from the Principal Account and pay to the Depositor the amount that it is entitled to receive pursuant to Section 3.15; (e) deduct from the Interest Account, or to the extent funds are not available in such Account, from the Principal Account and pay to the Supervisor the amount that it is entitled to receive pursuant to Section 4.01; and (f) deduct from the Interest Account, or, to the extent funds are not available in such Account, from the Principal Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such bond counsel pursuant to Section 3.09 as certified to by the Depositor. (g) Notwit...

Distributions. (a) On each Distribution Date, the Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, any amounts paid by Obligors during the related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses and indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the Issuer, and provided that such fees, expenses and indemnities payable shall not exceed (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (w) $100,000 in the aggregate in any calendar year to the Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer...

Distributions. (a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and (ii) to make all distributions on the related Payment Date. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00 while notes remain outstanding, so long as an Event of Default has not occurred; (iv) [Reserved] (v) on a pro rata basis, to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (vi) to the Note Distribution Account, the Note Principal Distributable Amount; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (x) on a pro rata basis, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining ...

Distributions. (a) On each Distribution Date, the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows: (i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders; (ii) second, pro rata to the holders of the Class A Certificates and Class B Certificates, distributions accrued during the related Collection Period at the rate of 7.00% per annum on the stated amount of the Class A Certificates to holders of the Class A Certificates on such Distribution Date and 1.25% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Class B Certificates on such Distribution Date, commencing on February 1, 2005 and ending on the Final Scheduled Distribution Date; (iii) third, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 7.00/8.25 to the Class A Certificateholders and 1.25/8.25 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; (iv) fourth, pro rata to the Class A Certificateholders, on the Final Scheduled Distribution Date only, a distribution of the aggregate principal amount of the Underlying Securities; (v) fifth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and (vi) sixth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital ▇▇▇▇▇▇▇s, ▇▇▇. and if no Available Funds remain in the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. no▇ ▇▇▇ ▇f ▇▇▇ Affiliates will have any claim against the Trust pursuant to Section 5(a)(vi) if the ...

Distributions. (i) On or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to be deposited in the Note Distribution Account, and (B) all amounts required to be distributed to the Certificateholders. (ii) Except as otherwise provided in clause (iii) below, on each Payment Date, the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 hereof, shall instruct the Indenture Trustee to make the following deposits and distributions in the following order of priority, in each case, to the extent of Available Funds, if any, remaining after application thereof pursuant to prior clauses: (A) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement and not previously paid by the Servicer, up to a maximum of $150,000 per calendar year; (B) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount; (C) to the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount; (D) to the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount; (E) to the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount; (F) to the Note Distribution Account, the Class C Noteholders’ Interest Distributable Amount; (G) to the Note Distribution Account, the Noteholders’ Third Priority Principal Distributable Amount; (H) to the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (I) to the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (C), (E) and (G) above; (J) to the Asset Representations Reviewer, all fees, expenses and indemnities due to the Asset Representations Reviewer under the Asset Representations Review Agreement but not paid pursuant to clause (A) above; and (K) to the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the C...

Distributions. (a) (1)(A) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R-I Certificates, as the case may be: (i) to the Holders of REMIC I Regular Interests (other than REMIC I Regular Interest I-LTP), in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Interest in respect of REMIC I Regular Interest I-LT7 shall be reduced when the REMIC I Overcollateralized Amount is less than the REMIC I Required Overcollateralized Amount, by the lesser of (x) the amount of such difference and (y) the Maximum I-LT7 Uncertificated Interest Deferral Amount; and (ii) on each Distribution Date, to the Holders of REMIC I Regular Interests, in an amount equal to the remainder of the Available Distribution Amount for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows (except as provided below): (a) the Holders of the REMIC I Regular Interest I-LTP, on the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; (b) to the Holders of the REMIC I Regular Interest I-LT1, ____% of the amount remaining after application of clause (a), until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero and any remaining amount to the Holders of the Class R-I Certificates; (c) to the Holders of the REMIC I Regular Interest I-LT2, REMIC I Regular Interest I-LT3, REMIC I Regular Interest I-LT4, REMIC I Regular Interest I-LT5 and REMIC I Regular Interest I-LT6, ____% of the amount remaining after application of clause (a), in the same proportion as principal payments are allocated to the related Corresponding Certificates, until the Uncertificated Balances of such REMIC I Regular Interests are reduced to zero and any remaining amount to the Holders of the Class R-I Certificates; and (d) to the Holders of the REMIC I Regular Interest I-LT7, ____% of the amount remaining after application of clause (a), until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero and any remaining...