DISTRIBUTIONS IN RESPECT OF THE CERTIFICATES Sample Clauses

DISTRIBUTIONS IN RESPECT OF THE CERTIFICATES. Deposit of Funds Received on Bonds 24 Section 4.02. Distributions of Interest 24 Section 4.03. Distributions of Principal 25 Section 4.04. Defaults on Bonds 26 Section 4.05. Late Fees 26 Section 4.06. Notice of Mandatory Tender 26 Section 5.01. Trust Termination Events 27 Section 5.02. Optional Liquidation of Bonds and Termination of Trust 28 Section 5.03. Final Distribution Date and Termination of the Trust 29 Section 5.04. Additional Capital Contributions 30 Section 5.05. Credit Enhancement Agreement 30 Section 6.01. Determination and Payment of Gain Share 30 Section 7.01. Acceptance of Duties 31 Section 7.02. Limited Liability 31 Section 7.03. Fidelity Bond 32 Section 7.04. Indemnification of Trustee 32 Section 7.05. Information Concerning the Bonds 34 Section 7.06. Resignation and Removal 34 Section 7.07. Payment of Trustee Fee 34 Section 7.08. Credit Enhancement Custodian 35 Section 7.09. Statements to Holders 35 Section 8.01. Servicing of Bonds 36 Section 8.02. Servicing Compensation; Payment of Certain Expenses by Servicer 36 Section 8.03. Access to Certain Documentation and Certain Information Regarding Bonds 37 Section 8.04. Calculations 37 Section 8.05. Liability of Servicer 37 Section 8.06. Resignation or Removal of Servicer 37 Section 8.07. Notification to Holders 38 Section 8.08. Liability of Trustor 38 Section 8.09. Substitution of Bonds 39
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Related to DISTRIBUTIONS IN RESPECT OF THE CERTIFICATES

  • DISTRIBUTIONS IN RESPECT OF CERTIFICATES PAYMENTS TO CERTIFICATEHOLDERS;

  • Distributions on the Certificates (a) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account, in each case to the extent of funds on deposit with respect to Loan Group I therein, and distributed in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in July 2017, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A, Class I-B and Class I-X Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Eighteenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to the Class I-A Certificates, from the Group I Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, pro rata in accordance with the respective amounts owed to each such Class, an amount equal to (a) any remaining Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Basis Risk Shortfall Carry-Forward Amount for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall Carry-Forward Amount owed to each such Class; Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, any Basis Risk Shortfall Carry-Forward Amount, for each such Class for such Distribution Date; Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group I; Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date, and Eighteenth, any remaining amounts with respect to Loan Group I to the Residual Certificates. If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the Class I-B Certificates in respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the Trustee shall transfer from amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the applicable Class or Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry-Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been distributed from REMIC IV to the Holder of the Class I-B-IO Certificates and then paid outside of any 2007-AR5 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates, the Holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2007-AR5 REMIC and shall not be part of the entitlement of the REMIC III Regular Interest, the ownership of which is represented by such Class of Certificates receiving such payment. (b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group II therein, and distributed in the following order of priority: First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Class II-A Certificates and the Class II-B Certificates in the following order of priority: 1. to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of overcollateralization equal to the Group II Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow for Loan Group II pursuant to clauses Third through Fifteenth below. Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in effect, from the Group II Principal Distribution Amount for such Distribution Date: 5. to each Class of Class II-A-1 Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 6. to the Class II-B Certificates in the following order of priority: a. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; b. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; c. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; d. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; e. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero and f. to the Class II-B-6 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero.

  • Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.

  • Distributions with Respect to Unsurrendered Certificates No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(e) until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect, if any, of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor or such holder's transferee pursuant to Section 2.2(e), without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions on Parent Common Stock with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock.

  • Liability of the Holders of the Certificates The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Bondholder in the capacity of an investor in the Bonds. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.

  • May Hold Certificates The Trustee, any Paying Agent, Registrar or any other agent of the Trust, in its individual or any other capacity, may become an Owner or pledgee of Certificates and may otherwise deal with the Trust with the same rights it would have if it were not Trustee, any Paying Agent, Registrar or such other agent.

  • Rights of the Company in Respect of the Master Servicer The Master Servicer shall afford the Company, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Company with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Company or Residential Funding. The Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Company or its designee. The Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

  • Distributions; Investments (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock other than Permitted Distributions; or (b) directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so.

  • Authorization of the Certificates Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale and Servicing Agreement, at the direction of the Depositor, (a) one or more Book-Entry Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede & Co. or (b) one or more Definitive Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Depositor. The Certificates shall in the aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable. The signature of the Owner Trustee on behalf of the Issuer on the Certificates may be manual or facsimile.

  • Registration of the Certificates Wilmington Trust, National Association, as an agent of the Issuer, in its capacity as “Certificate Registrar” (the “Certificate Registrar”) shall maintain at its Corporate Trust Office, or at the office of any agent appointed by it and approved in writing by the Certificateholders at the time of such appointment, a register (the “Certificate Register”) for the registration and transfer of any Certificate. Prior to the due presentment for registration of transfer of any Certificate, the Owner Trustee, the Indenture Trustee and the Certificate Registrar or any agent of the Owner Trustee, the Indenture Trustee or the Certificate Registrar shall treat the Person in whose name any Certificate is registered (as of the applicable Record Date) as the owner of such Certificate for the purpose of receiving distributions on such Certificate and for all other purposes whatsoever. For the avoidance of doubt, a Certificate is not negotiable, and the records maintained by the Certificate Registrar in the Certificate Register with respect to each Certificate and its related registered owner are intended to cause the Certificates to be issued in registered form, within the meaning of Treasury Regulation section 5f.103-1(c), and shall record (a) the Percentage Interest evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Issuer’s assets. The entries in the Certificate Register shall be conclusive absent manifest error.

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