Flow of Funds. On each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or disbursements from such Available Funds in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations or disbursements have occurred: (i) First, to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents; (ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee; (iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest; (iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date; (v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement; (vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance; (vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents; (viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes; (ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee; (x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and (xi) Eleventh, any remainder to remain on deposit in the Note Account..
Appears in 1 contract
Flow of Funds. On (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, the Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee.
(b) With respect to the Certificate Account on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of Trustee shall, based upon the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected information set forth in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables a report provided by the Seller or Servicer pursuant to and based upon a calculation made by the terms hereof on such day and the payment of the Loan Purchase Price thereforTrustee, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup ServicerCertificate Insurer, from amounts then on deposit in the Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Backup Servicing Fee Group I Premium Amount for such Payment Date and (y) from amounts then due, and on deposit therein with respect to the Owner TrusteeGroup II, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, andGroup II Premium Amount for such Payment Date;
(ii) second, to the Owner Trustee, from amounts then on deposit in the Indenture Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Monthly Trustee Fee Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II, the CustodianGroup II Monthly Trustee Fee Amount for such Payment Date, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid together with expenses of, and, (to the extent not paid by the Seller Sponsor or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution Servicer pursuant to the Indenture, the Class A Current Interest;
(ivSection 2.5) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(iii) third, on each Payment Date, the Trustee shall allocate, with respect to each Mortgage Loan Group an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the Group I Formula Distribution Amount or the Group II Formula Distribution Amount, as applicable, for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group);
(B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group;
(C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and
(D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group.
(iv) fourth, on each Payment Date, the Trustee shall pay to the Certificate Insurer an amount equal to the lesser of (x) the excess of (i) the amount then on deposit in the Certificate Account over (ii) the Insured Distribution Amount for such Payment Date and (y) any Reimbursement Amount as of such Payment Date not reimbursed pursuant to clause (iii) above.
(v) Fifthfifth, from remaining amounts then on deposit in the Certificate Account for distribution pursuant the related Mortgage Loan Group, together with the amount of any related Insured Payment, concurrently to the Indenture, any other amounts then due and payable to the Owners Holders of the Class A Notes under this AgreementA-1 Certificates, any the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, respectively, the Class A Note or the Note Purchase AgreementInterest Distribution Amount for each such Class of Class A Certificates;
(vi) Sixthsixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of from remaining amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain then on deposit in the Note Account..Certificate Account for the Group I, together with the amount of any related Insured Payment, to the Holders of the Class A-4 Certificates, in reduction of the Class A-4 Certificate Principal Balance, an amount equal to the Class A-4 Lockout Distribution; (vii) seventh, from remaining amounts then on deposit in the Certificate Account for Group I, together with the amount of any related Insured Payment, in respect of the Group I Principal Distribution Amount, net of amounts distributed pursuant to clause (vi), to the Holders of the Class A-1 Certificates, in reduction of the Class A-1 Certificate Principal Balance, until such Class A-1 Certificate Principal Balance is reduced to zero, then to the Holders of the Class A-2 Certificates, in reduction of the Class A-2 Certificate Principal Balance, until such Class A-2 Certificate Principal Balance is reduced to zero, then to the Holders of the Class A-3 Certificates, in reduction of the Class A-3 Certificate Principal Balance, until such Class A-3 Certificate Principal Balance is reduced to zero, then to the Holders of the Class A-4 Certificates, in reduction of the Class A-4 Certificate Principal Balance, until such Class A-4 Certificate Principal Balance is reduced to zero;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Equivantage Acceptance Corp)
Flow of Funds. (a) The Trustee shall:
(i) on each Remittance Date, deposit to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (a) upon receipt, any Insured Payments relating to such Mortgage Loan Group, (b) the proceeds of any liquidation of the assets of the Trust, (c) the Monthly Remittance Amount with respect to such Mortgage Loan Group remitted by the Master Servicer or any Sub-Servicer, and
(ii) on the Payment Dates occurring in September 1999, October 1999 and November 1999, deposit in the Certificate Account; (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Section 7.4(d) hereof, (y) the Group I Capitalized Interest Requirement and the Group II Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 7.4(e) hereof with respect to the related Mortgage Loan Group and (z) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.4(c) hereof with respect to the related Mortgage Loan Group.
(b) On each Payment Date, after giving effect to (i) Borrowings on such day and Date the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Certificate Account and remit to the Master Servicer or its designee all net investment earnings then on deposit in the Certificate Account (exclusive of any such earnings transferred from the Pre-Funding Account), and shall make the following allocations or allocations, disbursements from such Available Funds and transfers of the remaining amount then on deposit in the Certificate Account with respect to each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Backup ServicerTrustee, the Backup Servicing Fee then due, and an amount equal to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees 's Fees then due, and, due to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not it with respect to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documentseach Mortgage Loan Group;
(ii) Secondsecond, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Servicer, if not OSHC or an Affiliate of OSHC, Certificate Insurer the Servicing Fee;
(iii) Third, related Premium Amount for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(viii) Fifththird, for distribution from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Servicing Fees then due to it, to the extent not previously received by the Master Servicer pursuant to the IndentureSections 8.8(c)(i) or 8.9(a) hereof; 66 73 (iv) fourth, any other from amounts then due and payable on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Owners of the related Class A Notes under this AgreementCertificates, any pro rata, their respective Class A Note or the Note Purchase AgreementCurrent Interest for such Payment Date;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1999-3)
Flow of Funds. On (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, the Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee.
(b) With respect to the Certificate Account on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of Trustee shall, based upon the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected information set forth in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables a report provided by the Seller or Servicer pursuant to and based upon a calculation made by the terms hereof on such day and the payment of the Loan Purchase Price thereforTrustee, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup ServicerCertificate Insurer, from amounts then on deposit in the Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Backup Servicing Fee Group I Premium Amount for such Payment Date and (y) from amounts then due, and on deposit therein with respect to the Owner TrusteeGroup II, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, andGroup II Premium Amount for such Payment Date;
(ii) second, to the Owner Trustee, from amounts then on deposit in the Indenture Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Monthly Trustee Fee Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II, the CustodianGroup II Monthly Trustee Fee Amount for such Payment Date, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid together with expenses of, and, (to the extent not paid by the Seller Sponsor or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution Servicer pursuant to the Indenture, the Class A Current Interest;
(ivSection 2.5) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(iii) third, on each Payment Date, the Trustee shall allocate, with respect to each Mortgage Loan Group an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Group Formula Distribution Amount for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group);
(B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group;
(C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and
(D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group.
(iv) fourth, on each Payment Date, the Trustee shall pay to the Certificate Insurer an amount equal to the lesser of (x) the excess of (i) the amount then on deposit in the Certificate Account over (ii) the Insured Distribution Amount for such Payment Date and (y) any Reimbursement Amount as of such Payment Date not reimbursed pursuant to clause (iii) above.
(v) Fifthfifth, from remaining amounts then on deposit in the Certificate Account for the related Mortgage Loan Group, together with the amount of any related Insured Payment, concurrently to the Owners of the Class A-1 Certificates, the Class A-2 Certificates, the Class A- 3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, respectively, the Class A Interest Distribution Amount for each such Class of Class A Certificates;
(vi) sixth, from remaining amounts then on deposit in the Certificate Account for the Group I, together with the amount of any related Insured Payment, to the Owners of the Class A-4 Certificates, in reduction of the Class A-4 Certificate Principal Balance, an amount equal to the Class A-4 Lockout Distribution;
(vii) seventh, from remaining amounts then on deposit in the Certificate Account for Group I, together with the amount of any related Insured Payment, in respect of the Group I Principal Distribution Amount, net of amounts distributed pursuant to clause (vi), to the Owners of the Class A-1 Certificates, in reduction of the Class A-1 Certificate Principal Balance, until such Class A-1 Certificate Principal Balance is reduced to zero, then to the Owners of the Class A-2 Certificates, in reduction of the Class A-2 Certificate Principal Balance, until such Class A-2 Certificate Principal Balance is reduced to zero, then to the Owners of the Class A-3 Certificates, in reduction of the Class A-3 Certificate Principal Balance, until such Class A-3 Certificate Principal Balance is reduced to zero, then to the Owners of the Class A-4 Certificates, in reduction of the Class A-4 Certificate Principal Balance, until such Class A-4 Certificate Principal Balance is reduced to zero;
(viii) eighth, from remaining amounts then on deposit in the Certificate Account for Group II, together with the amount of any related Insured Payment, in respect of the Group II Principal Distribution Amount, to the Owners of the Class A-5 Certificates, in reduction of the Class A-5 Certificate Principal Balance, until such Class A-5 Certificate Principal Balance is reduced to zero;
(ix) ninth, to the Reserve Fund, to the extent of the lesser of (i) all remaining amounts then on deposit in the Certificate Account for Group II, and (ii) amounts distributable pursuant to clause (x) below, which distribution shall be deemed to be made to the Owners of the Class B Certificates as part of the Class B Distribution Amount;
(x) tenth, from amounts deposited into the Reserve Fund pursuant to the Indenturepreceding clause, to the Owners of the Class A-5 Certificates, an amount equal to the Available Funds Cap Carry-Forward Amount for such Payment Date;
(xi) eleventh, on each Payment Date, the Trustee shall distribute from the amount, if any, remaining on deposit in the Certificate Account after the allocations described in clause (i) through (x) above, to the Owners of the Class B Certificates, the lesser of (x) such remaining available funds and (y) the Class B Interest in excess of the amount deposited in the Reserve Fund pursuant to clause (ix); however, any other unpaid Class B Interest for such Payment Date shall be added to the Class B Certificate Principal Balance;
(xii) twelfth, on each Payment Date, the Trustee shall distribute from the amount, if any, remaining on deposit in the Certificate Account after the allocations described in clause (i) through (xi) above, to the Owners of the Class B Certificates, the lesser of (x) such remaining available funds and (y) the Class B Distribution Amount as of such Payment Date, less the amounts distributed pursuant to clauses (x) and (xi), applied as a distribution of principal on account of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero;
(xiii) thirteenth, from the amount, if any, remaining on deposit in the Certificate Account following the making by the Trustee of all allocations, transfers and disbursements described above under the prior clauses of this Section 7.5 (including any related Insured Payment with respect to the Class A Certificates), the Trustee shall pay to the Servicer, to the extent the Servicer has not otherwise withheld such amounts pursuant to Sections 8.8(c) and (d), any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date, and/or to the Trustee, any reimbursable amounts then due unpaid to the Trustee;
(xiv) fourteenth, on each Payment Date, the Trustee shall apply the amount, if any, remaining in the Certificate Account after the allocations described in clauses (i) through (xiii) above, to the Owners of the Class RL Certificates; provided, however, that if, on any Payment Date, (x) the Certificate Insurer is then in default under the Certificate Insurance Policy relating to the Mortgage Loans and payable (y) a Group I Subordination Deficit exists, then any distribution of the Group I Principal Distribution Amount on such Payment Date shall be made pro rata to the Owners of each of the Class X- 0, Class A-2, Class A-3 and Class A-4 Certificates. Notwithstanding any of the distributions or allocations set forth in clause (ix), (xi) and (xii) above, no money will be allocated or distributed to the Owners of the Class B Certificates on any Payment Date unless the Subordinated Amount for each Mortgage Loan Group is equal to or greater than the required Specified Subordinated Amount for such Mortgage Loan Group as determined after distributions in clauses (i) through (x) for such Payment Date.
(c) Notwithstanding clauses (b)(v), (vi) and (vii) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Notes under this Agreement, any Certificates on account of principal shall not exceed the Original Class A Note or the Note Purchase Agreement;Certificate Principal Balance.
(vid) Sixth, after Any amounts properly distributed to the Final Addition Date, for distribution Owners of the Class B Certificates or to the Owners of the Residual Certificates pursuant to the Indentureterms of this Agreement shall be distributed free of the subordination described herein, and any such amounts shall in no event be required to be returned to the Trustee or paid over to the Owners of the Class A Note Principal Balance;Certificates, except as provided in Section 7.5(b)(ix) and (xi).
(viie) SeventhWhenever, during the administration of the Trust, there comes into the possession of the Trustee any money or property which this Agreement does not otherwise require to be distributed on account of the Class A Certificates or the Class B Certificates, the Trustee shall distribute such money or other property to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement Owners of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Class RL Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account...
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Equivantage Acceptance Corp)
Flow of Funds. On (a) With respect to the Fixed Rate Group, the Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments relating to such Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to the Fixed Rate Group, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, and the Fixed Rate Group Monthly Remittance Amount remitted by the Servicer.
(b) With respect to the Adjustable Rate Group, the Trustee shall deposit to the Certificate Account without duplication upon receipt, any Insured Payments relating to such Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to the Adjustable Rate Group, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group and the Adjustable Rate Group Monthly Remittance Amount remitted by the Servicer.
(c) With respect to the Certificate Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers for each Home Equity Loan Group from such Available Funds amounts deposited therein pursuant to subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date, the Trustee shall allocate an amount equal to the Backup Servicersum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date (net of the related Premium Amount paid pursuant to clause (iii)(C) or (G) below, as applicable, and the Backup Servicing Trustee Fee allocable to such Group then duepayable under clause (iv)(A) below) plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) with respect to such Home Equity Loan Group in the following order of priority:
(A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clauses (iii)(D) or (iii)(H), as applicable, below on such Payment Date with respect to the related Home Equity Loan Group in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (calculated for this purpose only by reference to clause (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any Subordination Increase Amount with respect to the related Group) for such Payment Date exceeds (y) the Available Funds with respect to such Home Equity Loan Group for such Payment Date (the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group, and the "Adjustable Rate Group Available Funds Shortfall" with respect to the Adjustable Rate Group);
(B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group and to the Owner Trustee, the Indenture Trustee and the Custodian, payment of the related accrued and unpaid fees then due, and, Class A Distribution Amount with respect to the Owner Trusteeother Home Equity Loan Groups pursuant to clause (iii) below;
(C) third, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement portion of the accrued Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A) and unpaid expenses of, and, (B) above shall be disbursed to the extent not paid by Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the Seller or related Home Equity Loan Group; and
(D) fourth, any portion of the ServicerTotal Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A), amounts due under indemnification provisions to, (B) and (C) above shall be disbursed to the Owner Trustee, Certificate Insurer in respect of any Reimbursement Amount with respect to the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;other Home Equity Loan Group.
(ii) Secondsecond, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group on a Payment Date remaining after the allocations described in clause (i) above (the "Net Monthly Excess Cashflow" for such Home Equity Loan Group and Payment Date) is required to be allocated in the following order of priority:
(A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the Servicer, if not OSHC or an Affiliate payment of OSHC, the Servicing Fee;
related Class A Distribution Amount pursuant to clause (iii) Thirdbelow, for distribution pursuant any Subordination Deficiency Amount with respect to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event related Home Equity Loan Group as of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, the Subordination Deficiency Amount, if any, with respect to the other Home Equity Loan Group; and
(C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(iii) third, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c) from amounts (including any related Insured Payment) then on deposit in the Certificate Account with respect to the related Home Equity Loan Group, the Trustee shall distribute:
(A) with respect to the Fixed Rate Group, the Lower-Tier Fixed Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution on the related Lower-Tier Interests to the Upper-Tier Fixed Rate Group Distribution Account;
(B) from the Upper-Tier Fixed Rate Group Distribution Account to the Owners of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-7IO Certificates, the related Current Interest thereon until the related Class A Certificate Termination Date on a pro rata basis without any priority among such Certificates;
(C) from Total Monthly Excess Spread, the Premium Amount allocable to the Fixed Rate Group for such Payment Date to the Certificate Insurer;
(D) from the Upper-Tier Fixed Rate Group Distribution Account as a distribution of principal to the Owners of the Class A-1, Class X-0, Xxxxx X-0, Class A-4, Class A-5 Certificates, the Fixed Rate Group Principal Distribution Amount shall be distributed as follows:
(1) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date;
(2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date;
(3) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date;
(4) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Termination Date;
(5) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date;
(E) with respect to the Adjustable Rate Group, the Lower-Tier Adjustable Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution of the Lower-Tier A-6 Interest to the Upper-Tier Adjustable Rate Group Distribution Account;
(F) from the Upper-Tier Adjustable Rate Group Distribution Account to the Owners of the Class A-6 Certificates and the Class A-8IO Certificates, the related Current Interest thereon on a pro rata basis without any priority among the Class A-6 Certificates and Class A-8IO Certificates; and
(G) from Total Monthly Excess Spread, the Premium Amount allocable to the Adjustable Rate Group for such Payment Date to the Certificate Insurer;
(H) from the Upper-Tier Adjustable Rate Group Distribution Account as a distribution of principal to the Owners of the Class A-6 Certificates, the Adjustable Rate Group Principal Distribution Amount;
(iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, Upper-Tier Fixed Rate Group Distribution Account or the Upper-Tier Adjustable Rate Group Distribution Account, the Trustee shall distribute in the following order of priority;
(A) to the Trustee from the Certificate Account, the Trustee Fees then due (plus any expenses owing to the Trustee pursuant to Section 3.02(e) of the Insurance Agreement);
(B) to the Owners of the Class B-IO Certificates, the Class B-IO Distribution Amount.
(v) Fifthfifth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for distribution pursuant such Payment Date.
(d) On any Payment Date during the continuance of any Certificate Insurer Default:
(i) Any amounts otherwise payable to the IndentureCertificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as Total Available Funds; and
(ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates (other than the Class A-IO Certificates) on such Payment Date.
(e) Notwithstanding clause (c)(iii) above, the aggregate amounts then due and payable distributed on all Payment Dates to the Owners of the Class A Notes under this AgreementCertificates on account of principal pursuant to clauses (c)(iii)(D) and (c)(iii)(H) shall not exceed the original Certificate Principal Balance of the related Certificates.
(f) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, (i) in the case of the Fixed Rate Group Certificates and the Class A-IO Certificates, through the Upper-Tier Fixed Rate Group Distribution Account to the Owners of such Certificates and (ii) in the case of the Class A-6 Certificates and Class A-8IO Certificates, through the Upper-Tier Adjustable Rate Group Distribution Account, to the Owners of such Certificates.
(g) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant Certificates to the IndentureOwners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Note Principal Balance;
(vii) Seventh, to Certificates shall also have received the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement full amount of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer Distribution Amount for such Payment Date. The Trustee or any Subservicer, the payment Paying Agent shall (i) receive as attorney-in-fact of amounts due under indemnification provisions to, the each Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
Certificates any Insured Payment from the Certificate Insurer and (ixii) Ninth, disburse the same to the ServicerOwners of the related Class A Certificates as set forth in Section 7.03(c)(iii). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, if OSHCnor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(i) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, or an Affiliate shall be as set forth in this Agreement. In this regard, all rights of OSHCthe Owners of the Class B-IO Certificates and the Class R Certificates to receive distributions in respect of the Class B-IO Certificates and the Class R Certificates, and all ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the Servicing Fee;
(x) Tenth, ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class B-IO Certificates and the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the Certificate Distribution Accountcontrary, the remainder or such lesser amount as the Issuer (acting at the direction of a majority Owners of the Percentage Interests of Class B-IO Certificates and the Certificates), by prior written notice Class R Certificates shall not be required to refund any amount properly distributed on the Indenture Trustee, elects Class B-IO Certificates and the Class R Certificates pursuant to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..this Section 7.03.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Flow of Funds. On (a) The Indenture Trustee shall deposit to the Adjustable Rate Note Account, without duplication, upon receipt, any Insured Payments relating to the Adjustable Rate Notes, the proceeds of any liquidation of the assets of the Adjustable Rate Pool, the Adjustable Rate Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts relating to the Adjustable Rate Pool received by the Indenture Trustee.
(b) With respect to the Adjustable Rate Note Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Adjustable Rate Note Account (A) to the Backup ServicerIndenture Trustee, the Backup Servicing portion of the Indenture Trustee Fee then due, and to the Owner Trustee, the Indenture portion of the Owner Trustee Fee relating to the Adjustable Rate Pool and (B) to the CustodianNote Insurer, from amounts then on deposit in the Adjustable Rate Note Account, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, Adjustable Rate Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(vii) Fifthsecond, for distribution on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Adjustable Rate Total Monthly Excess Spread with respect to such Payment Date plus (y) any Subordination Reduction Amount with respect to the Adjustable Rate Pool on such Payment Date (such sum being the "Adjustable Rate Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Adjustable Rate Total Monthly Excess Cashflow shall be allocated to the payment of the Adjustable Rate Monthly Payment Amount pursuant to clause (iv) below on such Payment Date in an amount equal to the Indenturedifference, if any, between (x) the Adjustable Rate Monthly Payment Amount (calculated only with respect to clause (y) of the definition of Adjustable Rate Principal Payment Amount and without any Subordination Increase Amount relating to the Adjustable Rate Pool) for such Payment Date and (y) the Adjustable Rate Available Funds for such Payment Date (the amount of such difference being the "Adjustable Rate Available Funds Shortfall"); and
(B) second, such Adjustable Rate Total Monthly Excess Cashflow shall be allocated to the payment of the Fixed Rate Current Interest pursuant to clause (f)(iv)(B) below;
(C) third, such Adjustable Rate Total Monthly Excess Cashflow shall be allocated to the payment of the Fixed Rate Available Funds Shortfall pursuant to clause (f)(ii)(A) below;
(D) fourth, such Adjustable Rate Total Monthly Excess Cashflow shall be allocated to the payment of Adjustable Rate Reimbursement Amount pursuant to clause (b)(iv)(A)(I) below; and
(E) fifth, any other portion of the Adjustable Rate Total Monthly Excess Cashflow remaining after the allocations described in clause (A), (B), (C) and (D) above shall be allocated to the Note Insurer in respect of amounts owed on account of any Fixed Rate Reimbursement Amount pursuant to clause (f)(iv)(A)(I) below.
(iii) third, the amount, if any, of the Adjustable Rate Total Monthly Excess Cashflow on a Payment Date remaining after the allocations described in clause (ii) above is the "Adjustable Rate Net Monthly Excess Cashflow" for such Payment Date; such Adjustable Rate Net Monthly Excess Cashflow is required to be allocated in the following order of priority:
(A) first, such Adjustable Rate Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount relating to the Adjustable Rate Pool to the payment of the Adjustable Rate Monthly Payment Amount pursuant to clause (iv)(C) below, any Subordination Deficiency Amount relating to the Adjustable Rate Pool as of such Payment Date;
(B) second, an amount equal to the lesser of (i) any portion of the Adjustable Rate Net Monthly Excess Cashflow remaining after the applications described in clause (A) above and (ii) the excess of (a) the Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then due on deposit in the Available Funds Cap Carry-Forward Amount Account shall be allocated to the Available Funds Cap Carry-Forward Amount Account; and
(C) third, any Adjustable Rate Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and payable (B) above shall be allocated to the Servicer pursuant to clause (iv)(A)(II) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees relating to the Adjustable Rate Pool, in each case as certified to the Indenture Trustee by the Servicer to be owing to it as of such Payment Date;
(iv) fourth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above under Section 3.3 hereof and the prior clauses of this Section 3.5(b), from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Notes under this Agreement, any Class A Adjustable Rate Notes) then on deposit in the Adjustable Rate Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner TrusteeAccount, the Indenture Trustee and the Custodian, shall:
(A) distribute (I) to the extent not paid pursuant Note Insurer the amounts described in clause (ii)(D) above and clause (ii)(E) of Section 3.5(f) below and (II) to the Servicer the amounts described in clause "First"(iii)(C) above;
(B) retain in the Adjustable Rate Note Account, the Adjustable Rate Current Interest for such Payment Date (including the proceeds of any Insured Payments relating to interest on the Adjustable Rate Notes made by the Note Insurer);
(C) retain in the Adjustable Rate Note Account, the Adjustable Rate Principal Payment Amount for such Payment Date (including the proceeds of any Insured Payments relating to principal on the Adjustable Rate Notes made by the Note Insurer);
(D) distribute to the Available Funds Cap Carry-Forward Amount the amount described in clause (iii)(B) above;
(E) distribute to the Indenture Trustee, for the reimbursement of expenses of the fees Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and expenses ofobligations hereunder; and
(v) fifth, and, to following the extent not paid making by the SellerIndenture Trustee of all allocations, transfers and disbursements described above under Section 3.3 hereof and the Servicer or any Subservicerprior clauses of this Section 3.5(b), from amounts remaining on deposit in the payment of amounts due under indemnification provisions to, the Owner TrusteeAdjustable Rate Note Account, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, shall distribute to the Certificate Distribution Account, the remainder or Adjustable Rate Residual Net Monthly Excess Cashflow, if any, for such lesser amount as Payment Date.
(c) On each Payment Date the Issuer Indenture Trustee shall distribute to the Owners the amount, if any, then on deposit in the Available Funds Cap Carry-Forward Amount Account.
(acting at d) Notwithstanding clause (b)(iv) above, the direction of a majority aggregate amounts distributed on all Payment Dates to the Owners of the Percentage Interests Adjustable Rate Notes on account of principal shall not exceed the Original Adjustable Rate Note Principal Balance.
(e) The Indenture Trustee shall deposit to the Fixed Rate Note Account, without duplication, upon receipt, any Insured Payments relating to the Fixed Rate Notes, the proceeds of any liquidation of the Certificatesassets of the Fixed Rate Pool, the Fixed Rate Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts relating to the Fixed Rate Pool received by the Indenture Trustee.
(f) With respect to the Fixed Rate Note Account, on each Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers from amounts deposited therein pursuant to subsection (e), by prior written notice in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) first, on each Payment Date from amounts then on deposit in the Fixed Rate Note Account (A) to the Indenture Trustee, elects to have distributed the portion of the Indenture Trustee Fee and to the CertificateholdersOwner Trustee, the portion of the Owner Trustee Fee relating to the Fixed Rate Pool and (B) to the Note Insurer, from amounts then on deposit in the Fixed Rate Note Account, the Fixed Rate Premium Amount for such Payment Date;
(ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Fixed Rate Total Monthly Excess Spread with respect to such Payment Date plus (y) any Subordination Reduction Amount with respect to the Fixed Rate Pool on such Payment Date (such sum being the "Fixed Rate Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Fixed Rate Total Monthly Excess Cashflow shall be allocated to the payment of the Fixed Rate Monthly Payment Amount pursuant to clause (iv) below on such Payment Date in an amount equal to the difference, if any, between (x) the Fixed Rate Monthly Payment Amount (calculated only with respect to clause (y) of the definition of Fixed Rate Principal Payment Amount and without any Subordination Increase Amount relating to the Fixed Rate Pool) for such Payment Date and (y) the Fixed Rate Available Funds for such Payment Date (the amount of such difference being the "Fixed Rate Available Funds Shortfall");
(B) second, such Fixed Rate Total Monthly Excess Cashflow shall be allocated to the payment of the Adjustable Rate Current Interest pursuant to clause (b)(iv)(B) above;
(C) third, such Fixed Rate Total Monthly Excess Cashflow shall be allocated to the payment of the Adjustable Rate Available Funds Shortfall pursuant to clause (b)(ii)(A) above;
(D) fourth, such Fixed Rate Total Monthly Excess Cashflow shall be allocated to the payment of Fixed Rate Reimbursement Amount pursuant to clause (f)(iv)(A)(I) below; and
(xiE) Eleventhfifth, any remainder portion of the Fixed Rate Total Monthly Excess Cashflow remaining after the allocations described in clause (A), (B), (C) and (D) above shall be allocated to remain the Note Insurer in respect of amounts owed on account of any Adjustable Rate Reimbursement Amount pursuant to clause (b)(iv)(A)(I) above.
(iii) third, the amount, if any, of the Fixed Rate Total Monthly Excess Cashflow on a Payment Date remaining after the allocations described in clause (ii) above is the "Fixed Rate Net Monthly Excess Cashflow" for such Payment Date; such Fixed Rate Net Monthly Excess Cashflow is required to be allocated in the following order of priority:
(A) first, such Fixed Rate Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount relating to the Fixed Rate Pool to the payment of the Fixed Rate Monthly Payment Amount pursuant to clause (iv)(C) below, any Subordination Deficiency Amount relating to the Fixed Rate Pool as of such Payment Date;
(B) second, any Fixed Rate Net Monthly Excess Cashflow remaining after the applications described in clause (A) above shall be allocated to the Servicer pursuant to clause (iv)(A)(II) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees relating to the Fixed Rate Pool, in each case as certified to the Indenture Trustee by the Servicer to be owing to it as of such Payment Date;
(iv) fourth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above under Section 3.3 hereof and the prior clauses of this Section 3.5(f), from amounts (including any related Insured Payment which shall be paid only to the Owners of the Fixed Rate Notes) then on deposit in the Fixed Rate Note Account.., the Indenture Trustee shall:
(A) distribute (I) to the Note Insurer the amounts described in clause (ii)(D) above and clause (ii)(E) of Section 3.5(b) above and (II) to the Servicer the amounts described in clause (iii)(B) above;
(B) retain in the Fixed Rate Note Account, the Fixed Rate Current Interest for such Payment Date (including the proceeds of any Insured Payments relating to interest on the Fixed Rate Notes made by the Note Insurer);
(C) retain in the Fixed Rate Note Account, the Fixed Rate Principal Payment Amount for such Payment Date (including the proceeds of any Insured Payments relating to principal on the Fixed Rate Notes made by the Note Insurer);
(D) distribute to the Indenture Trustee, for the reimbursement of expenses of the Indenture Trustee not reimbursed pursuant to clause (f)(i) above which expenses were incurred in connection with its duties and obligations hereunder; and
(v) fifth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above under Section 3.3 hereof and the prior clauses of this Section 3.5(f), from amounts remaining on deposit in the Fixed Rate Note Account, the Indenture Trustee shall distribute to the Certificate Distribution Account, the Fixed Rate Residual Net Monthly Excess Cashflow, if any, for such Payment Date.
(g) Notwithstanding clause (f)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Fixed Rate Notes on account of principal shall not exceed the Original Fixed Rate Note Principal Balance.
Appears in 1 contract
Samples: Sale and Servicing Agreement (First Alliance Mortgage Loan Trust 1998-2)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account:
(i) with respect to the Group I Mortgage Loans, without duplication, upon receipt, each Group I Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust insofar as such amounts relate to the Group I Mortgage Loans;
(ii) with respect to the Group II Mortgage Loans, without duplication, upon receipt, each Group II Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust, insofar as such amounts relate to the Group II Mortgage Loans; and
(iii) with respect to the Group III Mortgage Loans, without duplication, upon receipt, each Group III Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust, insofar as such amounts relate to the Group III Mortgage Loans.
(b) On each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such the Group I Available Funds, from the Group II Available Funds and from the Group III Available Funds in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, the Trustee shall pay first, to itself the Backup Servicer, the Backup Servicing related Trustee's Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee[Reserved];
(iii) Third, for distribution pursuant to the Indenturesecond, the Class A Current Interest;Trustee shall allocate the following amounts in the following order of priority:
(ivA) Fourth, for distribution pursuant from the Available Funds then on deposit in the Certificate Account with respect to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuingeach Group, the lesser of (x) the Available Funds with respect to such Group and (y) the Insured Distribution Amount with respect to such Group shall be allocated to the Class A Note Principal Balance and Distribution Account with respect to such Group;
(B) from the remaining Available Funds then on deposit in the Certificate Account with respect to each Group, the lesser of (x) such remaining after giving effect Available Funds, and (y) the excess of (i) the Insured Distribution Amount with respect to all prior distributions under this Section 3.2 the either of the other two Groups over (ii) the amount then on deposit in the Class A Distribution Account with respect to such Group (such excess, the "Insured Shortfall" with respect to such Group), shall be allocated to the Class A Distribution Accounts for the other Groups; if both of the other Groups have an Insured Shortfall on such Payment Date, such remaining amount will be applied to both other Groups pro rata in proportion to the relative amounts of their respective Insured Shortfalls;
(vC) Fifth, for distribution pursuant to (i) from the Indenture, any other amounts remaining Available Funds then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..Certificate Account with respect to each Group to the Certificate Insurer, the lesser of (x) such remaining Available Funds with respect to each Group and (y) the Premium Amount and any Reimbursement Amount then due to the Certificate Insurer;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Access Financial Lending Corp)
Flow of Funds. On each Payment Date(a) The Trustee shall deposit to the Certificate Account, after giving effect to without duplication, upon receipt, (i) Borrowings on such day and any payments made pursuant to the disbursements of the proceeds of such BorrowingsCertificate Insurance Policy, (ii) the purchase proceeds of Receivables and the payment any liquidation of the assets of the Trust, the Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any Substitution Amounts, and any Loan Purchase Price for Receivables transferred pursuant hereto as reflected in amounts received by the Amended and Restated Schedule of Receivables delivered on such day and Trustee, (iii) any purchases or repurchases of Receivables on the Payment Dates occurring in December, 1996, January, 1997 and February 1997, the Pre-Funding Earnings transferred by the Seller or Servicer Trustee pursuant to Section 7.4(c) hereof, (iv) the terms hereof Capitalized Interest Requirement to be transferred on such day Payment Dates from the Capitalized Interest Account, pursuant to Section 7.4(d) hereof and (v) the payment portion of the Loan Purchase Price thereforamount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.5(b)(vi) hereof and (vi) the amounts, if any, transferred from the Revolving Account pursuant to Sections 7.5(b)(vi), (vii), (viii) and (x) hereof.
(b) With respect to the Certificate Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup ServicerTrustee, the Backup Servicing Trustee's Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Secondsecond, to the ServicerOwner of the Originator's Interest, the Originator's Current Amount, if not OSHC or an Affiliate of OSHCany, the Servicing Feefor such Payment Date;
(iii) Thirdthird, from amounts then on deposit in the Certificate Account, the Premium Amount for distribution pursuant such Payment Date.
(iv) fourth, to the IndentureOwners of the Class A Certificates, the Class A Current Interest;
(iv) Fourth, Interest Distribution Amount for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifthfifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this AgreementCertificates, any Class A Note or as a distribution of principal, the Note Purchase AgreementOvercollateralization Deficit for such Payment Date;
(vi) Sixthsixth, after if such Payment Date is the Final Addition Datefirst Payment Date following the end of the Pre-Funding Period, for distribution pursuant to the Indenture, Owners of the Class A Note Principal BalanceCertificates as a distribution of principal any amount remaining in the Pre-Funding Account (after taking into account all transfers of Subsequent Mortgage Loans on or prior to such Payment Date); provided, that if such remaining amount is less than $100,000, such amount shall be deposited in the Revolving Account and shall be deemed to be on deposit in the Revolving Account on such Payment Date; provided that, if the amount on deposit in the Revolving Account exceeds $3,000,000, the amount of such excess shall be distributed to the Owners of the Class A Certificates as a distribution of principal;
(vii) Seventhseventh, for each Payment Date during the Revolving Period to the Owner Trusteeof the Originator's Interest, in exchange for the Originator's transfer as of such Payment Date of the Additional Mortgage Loans, an amount equal to the lesser of (A) the sum of (i) Net Principal Collections for the related Remittance Period and (ii) the amount on deposit in the Revolving Account at the opening of business on such Payment Date and (B) the aggregate Principal Balance as of the related Subsequent Cut-Off Date of all Additional Mortgage Loans relating to such Payment Date; provided, that if the amount described in clause (A) exceeds the amount described in clause (B), an amount equal to such excess shall be deposited to (or retained in) the Revolving Account and shall be deemed to be on deposit in the Revolving Account on such Payment Date; provided that, if the amount on deposit in the Revolving Account exceeds $3,000,000, the Indenture Trustee and the Custodian, amount of such excess shall be distributed to the extent not paid pursuant to clause "First", for the reimbursement Owners of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment Class A Certificates as a distribution of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documentsprincipal;
(viii) Eightheighth, for distribution pursuant each Payment Date during the Amortization Period, to the Indenture, any amount which the Issuer (acting at the direction of a majority Owners of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A NotesCertificates as a distribution of principal, the Scheduled Principal Distribution Amount for such Payment Date; plus, if such Payment Date is the first Payment Date occurring during the Amortization Period, all amounts then on deposit in the Revolving Account, after taking into account any deposits thereto and any withdrawals therefrom on such Payment Date;
(ix) Ninthninth, to the ServicerCertificate Insurer, the Reimbursement Amount, if OSHCany, or an Affiliate of OSHC, the Servicing Feethen due to it;
(x) Tenthtenth,
(A) during the Revolving Period,
(1) to the Originator, in exchange for the Originator's assignment as of such Payment Date of the O/C Mortgage Loans, to the Certificate Distribution Accountextent available, up to an amount equal to the lesser of (a) the Overcollateralization Deficiency Amount for such Payment Date; and (b) the Principal Balance as of the related Subsequent Cut-Off Date of all such available O/C Mortgage Loans, or
(2) to the extent not released to the Originator in exchange for the Originator's assignment as of such Payment Date of the O/C Mortgages, to the Revolving Account up to an amount equal to the Overcollateralization Deficiency Amount, or
(3) if, on such Payment Date, the remainder or amount on deposit in the Revolving Account (after taking into account any deposits thereto and any withdrawals therefrom on such lesser amount as Payment Date) exceeds $3,000,000, to the Issuer (acting at the direction of a majority Owners of the Percentage Interests Class A Certificates as a distribution of principal the amount of such excess.
(B) During the Amortization Period, to the Owners of the Certificates), by prior written notice Class A Certificates as a distribution of principal up to an amount 77 equal to the Indenture TrusteeOvercollateralization Deficiency Amount (the "Accelerated Principal Payment");
(xi) eleventh, elects to have distributed to the CertificateholdersMaster Servicer, reimbursement for Servicing Advances to the extent not previously reimbursed and reimbursement for Servicing Advances which have been deemed Nonrecoverable Advances;
(xii) twelfth, to the Owners of the Class A Certificates, the amount of any Net Funds Cap Carry-Forward Amount then due; and
(xixiii) Elevenththirteenth, to the holder of the Originator's Certificate, any remainder to remain amount remaining on deposit in the Note Certificate Account...
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 1996-A)
Flow of Funds. On (a) The Indenture Trustee shall deposit in the Note Account without duplication, upon receipt, any Insured Payments from the Policy Payment Account pursuant to Section 7.02(b) hereof, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Indenture Trustee pursuant to Section 4.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(b) With respect to funds on deposit in the Note Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to on each Payment Date from amounts then on deposit in the Backup ServicerNote Account, the Backup Servicing Fee then due(A) to, and to the Owner Trusteeitself, the Indenture Trustee Fee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Custodian, in an amount not to exceed $500,000 in any calendar year, Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, such Payment Date shall be paid to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsNote Insurer;
(ii) Secondsecond, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the Servicersum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Overcollateralization Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any Overcollateralization Increase Amount) in an amount equal to the amount, if not OSHC or an Affiliate any, by which (x) the Principal Distribution Amount (excluding any Overcollateralization Increase Amount) exceeds (y) the Available Funds (net of OSHCthe Current Interest and the Trust Fees and Expenses) and shall be paid as part of the Principal Distribution Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any portion of the Servicing Fee;Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the payment to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I).
(iii) Third, for distribution pursuant to the Indenturethird, the Class A Current Interest;
amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ivii) Fourth, above (the "Net Monthly Excess Cashflow" for distribution pursuant to the Indenture, (asuch Payment Date) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are is required to be repaid applied in the following order or priority:
(A) first, such Net Monthly Excess Cashflow shall be used to prevent reduce to zero, through the existence of a Borrowing Base Deficiency after giving effect payment to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser Owners of the Class A Note Notes of an Overcollateralization Increase Amount included in the Principal Balance and the Available Funds remaining after giving effect Distribution Amount, which shall be retained pursuant to all prior distributions under this Section 3.2 on clause (iv)(C) below, any Overcollateralization Deficiency Amount as of such Payment Date;
(vB) Fifthsecond, for distribution pursuant an amount equal to the Indenture, lesser of (i) any other amounts then due and payable to the Owners portion of the Class A Notes under this Agreement, any Class A Note or Net Monthly Excess Cashflow remaining after the Note Purchase Agreementapplications described in clause (A) and (ii) the excess of (a) the Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Available Funds Cap CarryForward Amount Account shall be deposited into the Available Funds Cap CarryForward Amount Account;
(viC) Sixththird, any Net Monthly Excess Cashflow remaining after the Final Addition Date, for distribution application described in clauses (A) and (B) above shall be allocated to the payment to the Servicer pursuant to clause (iv)(A)(II) below to the Indenture, the Class A Note Principal Balanceextent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(viiiv) Seventhfourth, to following the Owner Trusteemaking by the Indenture Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Note Account, the Indenture Trustee and the Custodian, shall:
(A) distribute (I) to the extent not paid pursuant Note Insurer the amounts described in clause (ii)(B) above and (II) to the Servicer the amounts described in clause "First"(iii)(C) above;
(B) retain in the Note Account, the Current Interest (including the proceeds of any Insured Payments relating to interest made by the Note Insurer);
(C) retain in the Note Account, the Principal Distribution Amount (including the proceeds of any Insured Payments relating to principal made by the Note Insurer);
(D) distribute to the Indenture Trustee, for the reimbursement of expenses of the fees Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and expenses ofobligations hereunder; and
(v) fifth, and, to following the extent not paid making by the SellerIndenture Trustee of all allocations, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trusteetransfers and disbursements described above, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, shall distribute to the Certificate Distribution Account, the remainder or Residual Net Monthly Excess Cashflow, if any, for such lesser amount as Payment Date.
(c) On each Payment Date, the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice Indenture Trustee shall distribute to the Indenture TrusteeOwners, elects to have distributed to the Certificateholders; and
(xi) Eleventhamount, any remainder to remain if any, then on deposit in the Available Funds Cap Carry-Forward Amount Account.
(d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the Notes on account of principal pursuant to clause (b)(iv)(C) shall not exceed the original Note Principal Balance.
(e) Upon receipt of Insured Payments from the Note Insurer on behalf of Owners of the Notes, the Indenture Trustee shall deposit such Insured Payments in the Policy Payments Account... On each Payment Date, pursuant to Section 7.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the Note Account and the Indenture Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 3.03(b), to the Owners of such Notes.
(f) The Indenture Trustee or Paying Agent shall (i) receive for each Owner of the Notes any Insured Payment from the Note Insurer and (ii) disburse the same to the Owners of the Notes as set forth in Section 3.03(b). Insured Payments disbursed by the Indenture Trustee or Paying Agent from proceeds of the Note Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Notes and the Note Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 3.03(b)(ii)(B) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Indenture Trustee that are different from or in addition to those expressly set forth in this Agreement.
Appears in 1 contract
Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, (i) any Insured Payments received from the Policy Payments Account pursuant to Section 12.02(b) hereof and (ii) upon receipt, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount.
(ii) On each Payment Date, after giving effect the Trustee shall transfer the Lower-Tier Distribution Amount from the Certificate Account to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and Upper-Tier Distribution Account.
(iii) any purchases or repurchases of Receivables by On each Payment Date, the Seller or Servicer pursuant Trustee shall transfer from the Certificate Account to the terms hereof Upper-Tier Distribution Account, an amount equal to the Trust Fees and Expenses for such Payment Date.
(b) Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on such day and deposit in the payment of the Loan Purchase Price thereforUpper-Tier Distribution Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Upper-Tier Distribution Account, (A) to itself, the Trustee Fee and any Trustee Reimbursable Expenses, and (B) provided that no Certificate Insurer Default has occurred and is continuing, the Premium Amount for such Payment Date to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsCertificate Insurer;
(ii) Secondsecond, on each Payment Date, the Trustee shall allocate an amount equal to the Servicersum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Overcollateralization Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Class A Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any Overcollateralization Increase Amount) in an amount equal to the amount, if not OSHC any, by which (x) the Class A Principal Distribution Amount (excluding any Overcollateralization Increase Amount) exceeds (y) the sum of Available Funds and any amounts deposited in the Certificate Account from the Pre-Funding Account or an Affiliate the Capitalized Interest Account (net of OSHCthe Current Interest and the Trust Fees and Expenses) and shall be paid as part of the Class A Principal Distribution Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any portion of the Servicing Fee;Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the payment to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I).
(iii) Third, for distribution pursuant to the Indenturethird, the Class A Current Interest;amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ii) above (the "Net Monthly Excess Cashflow" for such Payment Date) is required to be applied in the following order or priority:
(ivA) Fourth, for distribution pursuant to the Indenturefirst, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required with respect to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such any Payment Date (I) prior to the date on which the Specified Overcollaterization Amount is first attained and (II) on which the Mortgage Portfolio Performance Test is satisfied, 85% of the Net Monthly Excess Cashflow, and (b) if an Event of Default shall have occurred and be continuingwith respect to any other Payment Date, the lesser all of the Class A Note Principal Balance and the Available Funds remaining after giving effect Net Monthly 76 Excess Cashflow will be available to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable be paid to the Owners of the Class A Notes Certificates as an Overcollateralization Increase Amount included in the Class A Principal Distribution Amount, which shall be distributed pursuant to clause (iv)(C) below, to reduce to zero any Overcollateralization Deficiency Amount as of such Payment Date (except that, notwithstanding the foregoing, if clause (y) and (z) under this Agreementthe definition of the "Mortgage Portfolio Performance Test" are met but the 60+ Delinquency Percentage (Rolling Six Month) in clause (x) of the Mortgage Portfolio Performance Test is greater than 11.25% but less than 20.00%, the amount to be applied as an Overcollateralization Increase Amount in the Class A Principal Distribution Amount will be equal to the sum of (a) the amount which would otherwise be applied if the Specified Overcollateralization Amount did not increase due to a failure of the Mortgage Portfolio Performance Test and (b) the portion of Limited Net Monthly Excess Cashflow specified in the proviso under the definition of "Mortgage Portfolio Performance Test"); and
(B) second, any Class A Note or Net Monthly Excess Cashflow remaining after the Note Purchase Agreementapplication described in clause (A) above shall be allocated to the payment to the Servicer pursuant to clause (iv)(A)(II) below to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(viiv) Sixthfourth, after following the Final Addition Datemaking by the Trustee of all allocations, for distribution pursuant transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Upper-Tier Distribution Account, the Trustee shall distribute:
(A) (I) to the IndentureCertificate Insurer the amounts described in clause (ii)(B) above and (II) to the Servicer the amounts described in clause (iii)(B) above;
(B) to the Owners of each Class of the Class A Certificates, the related Current Interest for each Class (including the proceeds of any Insured Payments made by the Certificate Insurer) on a pro rata basis based on each such Class A Certificate's Current Interest without priority among the Class A Certificates;
(C) to the Owners of the Class A Certificates, the Class A Note Principal BalanceDistribution Amount shall be distributed as follows:
(I) to the Owners of the Class A-8 Certificates an amount equal to the Class A-8 Lockout Distribution Amount and (II) the remainder of the Class A Principal Distribution Amount as follows: first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate 77 Principal Balance is reduced to zero; and, eighth, to the Owners of the Class A-8 Certificates (without regard to the Class A-8 Lockout Distribution Amount) until the Class A-8 Certificate Principal Balance is reduced to zero;
(viiD) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First"itself, for the reimbursement of expenses of the fees and Trustee not reimbursed pursuant to clause (b)(i) above which expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian were incurred in connection with their its duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholdershereunder; and
(xiv) Eleventhfifth, following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date.
(c) On any remainder Payment Date during the continuance of any Certificate Insurer Default, if there is an Overcollateralization Deficit, then the Class A Principal Distribution Amount for such Payment Date shall be distributed pro rata to remain the Owners of any Outstanding Class A Certificates on such Payment Date.
(d) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Certificates on account of principal pursuant to clause (b)(iv)(C) shall not exceed the original Certificate Principal Balance of the related Class A Certificates.
(e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Note Policy Payments Account... On each Payment Date, pursuant to Section 12.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the Upper-Tier Distribution Account and the Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Owners of such Certificates.
(f) The Trustee or Paying Agent shall (i) receive for each Owner of the Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(ii)(B) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Trustee that are different from or in addition to those expressly set forth in this Agreement.
(g) The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class R Certificates to receive distributions in respect of the Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class R Certificate shall not be required to refund any amount properly distributed on the Class R Certificates pursuant to this Section 7.03.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1998-3)
Flow of Funds. On each Payment Date(a) The Indenture Trustee shall deposit to the Note Account, after giving effect to without duplication, upon receipt, (i) Borrowings on such day and any payments made pursuant to the disbursements of the proceeds of such BorrowingsPolicy, (ii) the purchase proceeds of Receivables and the payment any liquidation of the assets of the Trust, the Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any Substitution Amounts, and any Loan Purchase Price for Receivables transferred pursuant hereto as reflected in amounts received by the Amended and Restated Schedule of Receivables delivered on such day and Indenture Trustee, (iii) any purchases or repurchases of Receivables on the Payment Dates occurring in December, 1997, January, 1998 and February 1998, the Pre-Funding Earnings transferred by the Seller or Servicer Indenture Trustee pursuant to Section 8.5(c) hereof, (iv) the terms hereof Capitalized Interest Requirement to be transferred on such day Payment Dates from the Capitalized Interest Account, pursuant to Section 8.5(d) hereof and (v) the payment portion of the Loan Purchase Price thereforamount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 8.6(b)(vi) hereof.
(b) With respect to the Note Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup ServicerIndenture Trustee, the Backup Servicing Indenture Trustee's Fee then due, due and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees Owner Trustee's Fee then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Secondsecond, to each Originator, each Originator's proportionate interest in the ServicerOriginator's Current Amount, if not OSHC or an Affiliate of OSHCany, the Servicing Feefor such Payment Date;
(iii) Thirdthird, for distribution pursuant from amounts then on deposit in the Account, the Premium Amount to the IndentureInsurer for such Payment Date.
(iv) fourth, to the Class A Noteholders, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to Interest Distribution Amount and the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Unpaid Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on Interest Shortfall, if any, for such Payment Date;
(v) Fifthfifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this AgreementNoteholders, any Class A Note or as a distribution of principal, the Note Purchase AgreementOvercollateralization Deficit for such Payment Date;
(vi) Sixthsixth, after if such Payment Date is the Final Addition Datefirst Payment Date following the end of the Pre-Funding Period, for distribution pursuant to the Indenture, the Class A Note Principal BalanceNoteholders as a distribution of principal any amount remaining in the Pre-Funding Account (after taking into account all transfers of Subsequent Mortgage Loans on or prior to such Payment Date);
(vii) Seventhseventh, to the Owner TrusteeClass A Noteholders as a distribution of principal, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", Scheduled Principal Distribution Amount for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documentssuch Payment Date;
(viii) Eightheighth, for distribution pursuant to the IndentureInsurer, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates)Reimbursement Amount, by prior written notice if any, then due to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notesit;
(ix) Ninthninth, to the Servicer, if OSHC, or Class A Noteholders as a distribution of principal up to an Affiliate of OSHC, amount equal to the Servicing FeeOvercollateralization Deficiency Amount (the "Accelerated Principal Payment");
(x) Tenthtenth, to the Certificate Distribution AccountMaster Servicer, reimbursement for Servicing Advances to the extent not previously reimbursed and reimbursement for Servicing Advances which have been deemed Nonrecoverable Advances;
(xi) eleventh, to the Class A Noteholders, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholdersany Net Funds Cap Carry-Forward Amount then due; and
(xixii) Eleventhtwelfth, to the Certificateholders, which shall initially be the Originators, any remainder to remain amount remaining on deposit in the Note Account...
Appears in 1 contract
Flow of Funds. On each Payment DateSubject to Clause 9.2, after giving effect to (i) Borrowings the Company undertakes that during the period commencing on such day the date of this Agreement and ending when all its liabilities under the disbursements Finance Documents have been discharged in full and Burdale is under no further obligation under any of the proceeds of such Borrowings, Finance Documents:
(iia) the purchase of Company will collect as agent and trustee for Burdale all Receivables and the immediately pay (or procure that payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iiiis made) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or disbursements from such Available Funds in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations or disbursements have occurredamounts due:
(i) Firstin respect of each Sterling Receivable, to into the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, Blocked Accounts; and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Secondin respect of each other Receivable, into an Other Account, provided however that until payment into the relevant Charged Account it will hold all money so received upon trust for Burdale and will not commingle in any Charged Account any monies which are not Receivables or which are not payable to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing FeeBurdale;
(iiib) Third, for distribution pursuant without prejudice to the IndentureCompany’s obligations under Clause 14(l) and Clause 15.1(b), in the event that any Account Debtor makes a payment in respect of Receivables into another Charged Account not in accordance with paragraph (a) above, the Class A Current InterestCompany will ensure that the amounts representing such payment are promptly transferred into the relevant Charged Account and will immediately direct the relevant Account Debtor to make all future payments into such relevant Charged Account;
(ivc) Fourth, for distribution pursuant all the transfers and collections referred to the Indenture, in paragraphs (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default above shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all carried out daily prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indentureoccurrence of any Default and thereafter at such intervals as Burdale may, any other amounts then due and payable at its discretion, specify to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the CertificateholdersCompany; and
(xid) Eleventh, any remainder to remain on deposit in the Note event that during any three month period the average of amounts due in respect of Other Receivables (converted into Sterling at the Exchange Rate if necessary) is equal or greater than 10% of all amounts due in respect of Receivables (converted into Sterling at the Exchange Rate if necessary) during such period, the Company will promptly at Burdale’s request:
(i) provide Burdale with security over further bank accounts (in relation to receipts in the relevant currency) in London (the “New Accounts”) on substantially the same terms as the security provided by the Company over the Blocked Accounts in the Debenture; and
(ii) immediately direct all relevant Account Debtors to pay all amounts due in respect of the Other Receivables into the relevant New Account...
Appears in 1 contract
Flow of Funds. (a) On each Remittance Date, the Trustee shall deposit to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (i) upon receipt, any Insured Payments relating to such Mortgage Loan Group, the proceeds of any liquidation of the assets of the Trust, insofar as such assets relate to such Mortgage Loan Group, together with the Monthly Remittance Amount with respect to such Mortgage Loan Group remitted by the Master Servicer or any Sub-Servicer and (ii) on the Payment Dates occurring in [__________, _____], [__________, _____] and [__________, _____], as applicable, (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Section 7.4(d) hereof, (y) the Group I Capitalized Interest Requirement and the Group II Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 7.4(e) hereof with respect to such Mortgage Loan Group and (z) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.4(c) hereof with respect to such Mortgage Loan Group.
(b) On each Payment Date, after giving effect to (i) Borrowings on such day and Date the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers of amounts then on deposit in the Certificate Account with respect to each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(iA) Firstfirst, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Backup ServicerTrustee, the Backup Servicing Fee then due, and an amount equal to the Owner Trustee's Fees then due to it with respect to such Mortgage Loan Group;
(B) second, from amounts then on deposit in the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, andCertificate Account with respect to such Mortgage Loan Group, to the Owner Trustee, Certificate Insurer the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, related Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(vC) Fifththird, for distribution pursuant from amounts then on deposit in the Certificate Account to the IndentureMaster Servicer, an amount equal to any other amounts Servicing Fees then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodianit, to the extent not paid previously received by the Master Servicer pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer Sections 8.8(c)(i) or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents8.9(a) hereof;
(viiiD) Eighthfourth, for distribution pursuant on each Payment Date, the Trustee shall allocate the Total Monthly Excess Cashflow with respect to each Mortgage Loan Group in the following order of priority:
1. first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Indenture, any related Mortgage Loan Group in an amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice equal to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicerexcess, if OSHCany, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenththe related Insured Distribution Amount for such Payment Date over (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group);
2. second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (1) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group;
3. third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (1) and (2) above shall be paid to the Certificate Distribution AccountInsurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group;
4. fourth, the remainder or such lesser amount as the Issuer (acting at the direction of a majority any portion of the Percentage Interests of Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the Certificatesallocations described in clauses (1), by prior written notice (2) and (3) above shall be paid to the Indenture Trustee, elects to have distributed Certificate Insurer in respect of any Reimbursement Amount with respect to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..other Mortgage Loan Group;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Conduit Receivables Inc)
Flow of Funds. On (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, the Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee.
(b) With respect to the Certificate Account on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of Trustee shall, based upon the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected information set forth in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables a report provided by the Seller or Servicer pursuant to and based upon a calculation made by the terms hereof on such day and the payment of the Loan Purchase Price thereforTrustee, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup ServicerCertificate Insurer, from amounts then on deposit in the Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Backup Servicing Fee Group I Premium Amount for such Payment Date and (y) from amounts then due, and on deposit therein with respect to the Owner TrusteeGroup II, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, andGroup II Premium Amount for such Payment Date;
(ii) second, to the Owner Trustee, from amounts then on deposit in the Indenture Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Monthly Trustee Fee Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II, the CustodianGroup II Monthly Trustee Fee Amount for such Payment Date, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid together with expenses of, and, (to the extent not paid by the Seller Sponsor or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution Servicer pursuant to the Indenture, the Class A Current Interest;
(ivSection 2.5) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(viii) Fifththird, for distribution pursuant on each Payment Date, the Trustee shall allocate, with respect to each Mortgage Loan Group an amount equal to the Indenture, any other amounts then due and payable to the Owners sum of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenththe Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Certificate Distribution Account, the remainder or such lesser related Mortgage Loan Group in an amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice equal to the Indenture Trusteedifference, elects if any, between (x) the related Group Formula Distribution Amount for such Payment Date and (y) the Available Funds with respect to have distributed such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..related Mortgage Loan Group);
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Equivantage Acceptance Corp)
Flow of Funds. (a) On each Remittance Date, the Trustee shall deposit to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (i) upon receipt, any Insured Payments relating to such Mortgage Loan Group, the proceeds of any liquidation of the assets of the Trust, insofar as such assets relate to such Mortgage Loan Group, together with the Monthly Remittance Amount with respect to such Mortgage Loan Group remitted by the Master Servicer or any Sub-Servicer and (ii) on the Payment Dates occurring in April 1999, May 1999 and June 1999, as applicable, (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Section 7.4(d) hereof, (y) the Group I Capitalized Interest Requirement and the Group II Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 7.4(e) hereof with respect to such Mortgage Loan Group and (z) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.4(c) hereof with respect to such Mortgage Loan Group.
(b) On each Payment Date, after giving effect to (i) Borrowings on such day and Date the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers of amounts then on deposit in the Certificate Account with respect to each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(iA) Firstfirst, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Backup ServicerTrustee, the Backup Servicing Fee then due, and an amount equal to the Owner Trustee's Fees then due to it with respect to such Mortgage Loan Group;
(B) second, from amounts then on deposit in the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, andCertificate Account with respect to such Mortgage Loan Group, to the Owner Trustee, Certificate Insurer the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, related Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc)
Flow of Funds. On each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or disbursements from such Available Funds in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations or disbursements have occurred:
(i) First, to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHCOAC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, Seller or the Servicer or any SubservicerServicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHCOAC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..
Appears in 1 contract
Flow of Funds. On each Payment Date(a) The Indenture Trustee shall deposit in the Note Account without duplication, after giving effect to upon receipt, (i) Borrowings on such day and any Insured Payments from the disbursements of the proceeds of such BorrowingsPolicy Payment Account pursuant to Section 7.02(b) hereof, (ii) the purchase proceeds of Receivables and the payment any liquidation of the Purchase Price for Receivables transferred pursuant hereto as reflected in assets of the Amended and Restated Schedule of Receivables delivered on such day and Trust, (iii) any purchases or repurchases of Receivables by all remittances made to the Seller or Servicer Indenture Trustee pursuant to Section 4.08(d)(ii) and (iv) the terms hereof Monthly Remittance Amount.
(b) With respect to funds on such day and deposit in the payment of the Loan Purchase Price thereforNote Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Note Account, (A) to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trusteeitself, the Indenture Trustee Fee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Custodian, in an amount not to exceed $500,000 in any calendar year, Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, such Payment Date shall be paid to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsNote Insurer;
(ii) Secondsecond, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the Servicersum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Overcollateralization Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Principal Payment Amount pursuant to clause (b)(iv)(C) below (excluding any Overcollateralization Increase Amount) in an amount equal to the amount, if not OSHC or an Affiliate any, by which (x) the Principal Payment Amount (excluding any Overcollateralization Increase Amount) exceeds (y) the Available Funds (net of OSHCthe Current Interest and the Trust Fees and Expenses) and shall be paid as part of the Principal Payment Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any portion of the Servicing Fee;Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the payment to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I).
(iii) Third, for distribution pursuant to the Indenturethird, the Class A Current Interest;
amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ivii) Fourth, above (the "Net Monthly Excess Cashflow" for distribution pursuant to the Indenture, (asuch Payment Date) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are is required to be repaid applied in the following order of priority:
(A) first, such Net Monthly Excess Cashflow shall be used to prevent reduce to zero, through the existence of a Borrowing Base Deficiency after giving effect payment to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser Owners of the Class A Note Notes of an Overcollateralization Increase Amount included in the Principal Balance and the Available Funds remaining after giving effect Payment Amount, which shall be retained pursuant to all prior distributions under this Section 3.2 on clause (b)(iv)(C) below, any Overcollateralization Deficiency Amount as of such Payment Date;
(vB) Fifthsecond, for distribution pursuant an amount equal to the Indenture, lesser of (i) any other amounts then due and payable to the Owners portion of the Class A Notes under this Agreement, any Class A Note or Net Monthly Excess Cashflow remaining after the Note Purchase Agreementapplications described in clause (A) and (ii) the Available Funds Cap Carry-Forward Amount for such Payment Date shall be deposited into the Available Funds Cap Carry-Forward Amount Account;
(viC) Sixththird, any Net Monthly Excess Cashflow remaining after the Final Addition Date, for distribution application described in clauses (A) and (B) above shall be allocated to the payment to the Servicer pursuant to clause (iv)(A)(II) below to the Indenture, the Class A Note Principal Balanceextent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(viiiv) Seventhfourth, to following the Owner Trusteemaking by the Indenture Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Note Account, the Indenture Trustee and the Custodian, shall:
(A) distribute (I) to the extent not paid pursuant Note Insurer the amounts described in clause (b)(ii)(B) above and (II) to the Servicer the amounts described in clause "First"(b)(iii)(C) above;
(B) retain in the Note Account, the Current Interest (including the proceeds of any Insured Payments relating to interest made by the Note Insurer);
(C) retain in the Note Account, the Principal Payment Amount until the Note Principal Balance is reduced to zero (including the proceeds of any Insured Payments relating to principal made by the Note Insurer);
(D) distribute to the Indenture Trustee, for the reimbursement of expenses of the fees Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and expenses ofobligations hereunder; and
(v) fifth, and, to following the extent not paid making by the SellerIndenture Trustee of all allocations, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trusteetransfers and disbursements described above, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, shall distribute to the Certificate Distribution Account, the remainder or Residual Net Monthly Excess Cashflow, if any, for such lesser amount as Payment Date. 39
(c) On each Payment Date, the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice Indenture Trustee shall distribute to the Indenture TrusteeOwners, elects to have distributed to the Certificateholders; and
(xi) Eleventhamount, any remainder to remain if any, then on deposit in the Note Available Funds Cap Carry-Forward Amount Account...
(d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the Notes on account of principal pursuant to clause (b)(iv)
Appears in 1 contract
Samples: Sale and Servicing Agreement (Amresco Residential Securities Corp)
Flow of Funds. On (a) The Indenture Trustee shall deposit to the Note Account, without duplication, upon receipt, (x) on each Remittance Date, (A) the proceeds of any liquidation of the assets of the Trust Estate and (B) the Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Prices received by the Indenture Trustee, (y) on the Payment Dates occurring during the Pre-Funding Period, (A) the Pre-Funding Earnings transferred by the Indenture Trustee on such Payment Dates pursuant to Section 8.05(c) and (B) the Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account pursuant to Section 8.05(d) (collectively, the "Total Available Funds"), and (z) on the Payment Date immediately following the end of the Pre-Funding Period, the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 8.05(f). The Indenture Trustee shall also deposit to the Note Account, upon receipt, any Insured Payments made pursuant to the Policy.
(b) Subject to any superseding provisions of clause (c) below, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds make the following allocations, disbursements and transfers from amounts then on deposit in the Note Account (other than funds on deposit in the Note Account relating to Insured Payments, which amounts shall be applied only to the payments specified in clauses (iv) and make (vi) and, in the following allocations or disbursements from such Available Funds case of the Final Scheduled Payment Date, clause (v) below) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup ServicerIndenture Trustee, the Backup Servicing Indenture Trustee's Fee then due, due and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees Owner Trustee's Fee then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Secondsecond, to the Servicer, if not OSHC or an Affiliate of OSHCNote Insurer, the Servicing FeePremium Amount then due to the Note Insurer;
(iii) Thirdthird, for distribution to the Master Servicer, an amount equal to any previously unreimbursed Servicing Fees then due to it not theretofore received by the Master Servicer pursuant to Section 4.08(c)(i) of the IndentureSale and Servicing Agreement, as reported by the Class A Current Interest;
Master Servicer to the Indenture Trustee; 40 47 (iv) Fourthfourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuingNoteholders, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on Interest Distribution Amount for such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..
Appears in 1 contract
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account:
(i) with respect to the Group I Mortgage Loans, without duplication, upon receipt, each Group I Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust insofar as such amounts relate to the Group I Mortgage Loans;
(ii) with respect to the Group II Mortgage Loans, without duplication, upon receipt, each Group II Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust, insofar as such amounts relate to the Group II Mortgage Loans; and
(iii) with respect to the Group III Mortgage Loans, without duplication, upon receipt, each Group III Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust, insofar as such amounts relate to the Group III Mortgage Loans.
(b) On each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such the Group I Available Funds, from the Group II Available Funds and from the Group III Available Funds in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, the Trustee shall pay first, to itself the Backup Servicer, the Backup Servicing related Trustee's Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee[Reserved];
(iii) Third, for distribution pursuant to the Indenturesecond, the Class A Current Interest;Trustee shall allocate the following amounts in the following order of priority:
(ivA) Fourth, for distribution pursuant from the Available Funds then on deposit in the Certificate Account with respect to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuingeach Group, the lesser of (x) the Available Funds with respect to such Group and (y) the Insured Distribution Amount with respect to such Group shall be allocated to the Class A Note Principal Balance and Distribution Account with respect to such Group;
(B) from the remaining Available Funds then on deposit in the Certificate Account with respect to each Group, the lesser of (x) such remaining after giving effect Available Funds, and (y) the excess of (i) the Insured Distribution Amount with respect to all prior distributions under this Section 3.2 either of the other two Groups over (ii) the amount then on deposit in the Class A Distribution Account with respect to such Group (such excess, the "Insured Shortfall" with respect to such Group), shall be allocated to the Class A Distribution Accounts for the other Groups; if both of the other Groups have an Insured Shortfall on such Payment Date, such remaining amount shall be applied to both other Groups pro rata 95 in proportion to the relative amounts of their respective Insured Shortfalls;
(vC) Fifth, for distribution pursuant to (i) from the Indenture, any other amounts remaining Available Funds then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..Certificate Account with respect to each Group to the Certificate Insurer, the lesser of (x) such remaining Available Funds with respect to each Group and (y) the Premium Amount and any Reimbursement Amount then due to the Certificate Insurer;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Access Financial Lending Corp)
Flow of Funds. (a) On each Payment Remittance Date, after giving effect the Trustee shall deposit to (i) Borrowings on the Certificate Account with respect to each Mortgage Loan, without duplication, upon receipt, any Insured Payments relating to such day and the disbursements of Mortgage Loan Group, the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment any liquidation of the Purchase Price for Receivables transferred pursuant hereto assets of the Trust, insofar as reflected in such assets relate to such Mortgage Loan Group, together with the Amended and Restated Schedule of Receivables delivered on Monthly Remittance Amount with respect to such day and (iii) any purchases or repurchases of Receivables Mortgage Loan Group remitted by the Seller Master Servicer or Servicer pursuant any Sub-servicer.
(b) Subject to any superseding provisions of clause (e) below during the terms hereof continuance of a Insurer Default, on such day and each Payment Date the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers of amounts then on deposit in the Certificate Account for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(iA) Firstfirst, from amounts then on deposit in the Certificate Account to the Backup Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Backup Servicing Fee then dueUnaffiliated Originator Loans included on such Mortgage Loan Group not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, and as reported by the Master Servicer to the Owner Trustee;
(B) second, the Indenture Trustee and the Custodianfrom amounts then on deposit therein with respect to such Mortgage Loan Group, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(vC) Fifththird, for distribution pursuant to the Indenture, any other from amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..Certificate Account with respect to such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee's Fees then due to it with respect to such Mortgage Loan Group;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1998-2)
Flow of Funds. On (a) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) with respect to Monthly Remittance Amount remitted by the Servicer.
(b) Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on deposit in the Certificate Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Certificate Account, (A) the Trustee Fee and the Trustee Reimbursable Expenses shall be paid to the Backup Servicer, the Backup Servicing Fee then dueTrustee, and (B) provided that no Certificate Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsCertificate Insurer;
(ii) Secondsecond, on each Payment Date, the Trustee shall allocate an amount equal to the Servicersum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Subordination Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if not OSHC or an Affiliate any, by which (x) the Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds (net of OSHCTrustee Fees, the Premium Amount, the Servicing Fee, the Trustee Reimbursable Expenses and Current Interest) and shall be paid from the Upper-Tier Distribution Account as part of the Principal Distribution Amount pursuant to clause (iv)(D) below (the amount of such difference being the "Available Funds Shortfall");
(B) second, any portion of the Total Monthly Excess Cashflow remaining after the allocation described in clause (A) above shall be paid from the Upper-Tier Distribution Account pursuant to clause (iv)(A) below to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount; and
(iii) Third, for distribution pursuant to the Indenturethird, the Class A Current Interest;
amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ivii) Fourth, above (the "Net Monthly Excess Cashflow" for distribution pursuant to the Indenture, (asuch Payment Date) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are is required to be repaid applied in the following order or priority:
(A) first, such Net Monthly Excess Cashflow shall be used to prevent reduce to zero, through the existence payment to the Owners of the related Class A Certificates of a Borrowing Base Subordination Increase Amount included in the Principal Distribution Amount, which shall be paid from the Upper-Tier Distribution Account pursuant to clause (iv)(D) below, any Subordination Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event Amount as of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(vB) Fifthsecond, for distribution any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be paid to the Servicer from the Upper-Tier Distribution Account pursuant to clause (iv)(A) below to the Indentureextent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above from amounts (including any other related Insured Payment) then on deposit in the Certificate Account, the Trustee shall distribute:
(A) the Lower-Tier Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution on the related Base REMIC Interests to the Upper-Tier Distribution Account and from the Upper-Tier Distribution Account, (I) to the Certificate Insurer the amounts then due described in clause (ii)(B) above and payable (II) to the Servicer the amounts described in clause (iii)(B) above;
(B) from the Upper-Tier Distribution Account to the Owners of each of Class A Certificates, the related Current Interest for each Class (including the proceeds of any Insured Payments made by the Certificate Insurer) on a pro rata basis based on each such Class A Certificate's Current Interest without priority among the Class A Certificates;
(C) from the Upper-Tier Distribution Account to each Owner of the Class S Certificates, the Class S Distribution Amount for such Payment Date on a pro rata basis without any priority among such Class S Certificates;
(D) from the Upper-Tier Distribution Account the Principal Distribution Amount shall be distributed as follows: (i) first, to the Owners of the Class A Notes under this AgreementA-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; (ii) second, any to the Owners of the Class A Note or A-2 Certificates until the Note Purchase Agreement;
Class A-2 Certificate Principal Balance is reduced to zero; (iii) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (iv) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Principal Balance is reduced to zero; (v) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Principal Balance is reduced to zero; and (vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventhsixth, to the Owner Trustee, Owners of the Indenture Trustee Class A-6 Certificates until the Class A-6 Certificate Principal Balance is reduced to zero; and
(E) from both the Certificate Account and the Custodian, Upper-Tier Distribution Account (as necessary) to the extent not paid pursuant to clause "First"Trustee, for the reimbursement of expenses of the fees and Trustee not reimbursed pursuant to clause (b)(i) above which expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian were incurred in connection with their its duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholdershereunder; and
(xiv) Eleventhfifth, following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute from both the Certificate Account and the Upper-Tier Distribution Account, to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date and the Owners of the Base REMIC Residual Class, any remainder to remain on deposit amount remaining, if any, in the Note Base REMIC.
(c) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates on such Payment Date.
(d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class A Certificates on account of principal pursuant to clause (b)(iv)(D) shall not exceed the original Certificate Principal Balance of the related Class A Certificates.
(e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates and the Class S Certificates, the Trustee shall deposit such Insured Payments in the Policy Payments Account... On each Payment Date, pursuant to Section 12.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the Certificate Account and the Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Owners of such Certificates.
(f) The Trustee or Paying Agent shall (i) receive for each Owner of the Class A Certificates and the Class S Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Certificates and the Class S Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Class S Certificates and the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(ii)(B) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Trustee that are different from or in addition to those expressly set forth in this Agreement. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class R Certificates to receive distributions in respect of the Class R Certificates, and all ownership interests of the Owners of the Base REMIC Residual Class to receive distributions, if any, on the Base REMIC Residual Class, in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the interests in the Base REMIC held by the Upper-Tier REMIC and the Class A Certificates and the Class S Certificates in the Upper-Tier REMIC, as applicable, to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class R Certificate shall not be required to refund any amount properly distributed on the Class R Certificates pursuant to this Section 7.03.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1996-4)
Flow of Funds. On each Payment Date(a) The Indenture Trustee shall deposit in the Note Account without duplication, after giving effect to (i) Borrowings on such day and the disbursements of upon receipt, any Insured Payments, the proceeds of such Borrowingsany liquidation of the assets of the Trust Estate, all remittances made to the Indenture Trustee pursuant to Section 6.08(d)(ii) with respect to the Monthly Remittance Amount remitted by the Servicer, (ii) on the purchase of Receivables and __________ 199_ Payment Date, the payment of the Purchase Price for Receivables Capitalized Interest Requirement to be transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day Payment Date from the Capitalized Interest Account, pursuant to Section 6.04(e) hereof and (iii) any purchases or repurchases on the __________ 199_ Payment Date, the portion of Receivables by the Seller or Servicer amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 6.04(c) hereof.
(b) Subject to any superseding provisions of clause (c) below during the terms hereof continuance of a Note Insurer Default, with respect to funds on such day and deposit in the payment of the Loan Purchase Price thereforNote Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, 57 transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such each Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other from amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account.., (A) the Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses shall be paid to the Indenture Trustee, and (B) provided that no Note Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Note Insurer;
(ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Subordination Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the related Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds (net of the related Indenture Trustee Fees, the related Premium Amount, the related Indenture Trustee Reimbursable Expenses and related Current Interest) and shall be paid as part of the Principal Distribution Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any portion of the Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be paid to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount;] [(iii) third, the amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ii) above (the "Net Monthly Excess Cashflow" for such Payment Date) is required to be applied in the following order or priority:
(A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment to the Owners of the Notes of a Subordination Increase Amount included in the Principal Distribution Amount, which shall be paid pursuant to clause (iv)(C) below, any Subordination Deficiency Amount as of such Payment Date; and
(B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be paid to the Servicer pursuant to clause (iv)(A) below to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;]
Appears in 1 contract
Samples: Indenture (Imc Securities Inc)
Flow of Funds. (a) Upon receipt, the Indenture Trustee shall deposit (i) the Monthly Remittance remitted by the Servicer pursuant to Section 4.8(d)(iii) hereof, plus any related Substitution Adjustment Amounts and any related Loan Purchase Prices received by the Indenture Trustee pursuant to the terms hereof, to the Payment Account [or [to the Owner Trustee for deposit in] the Certificate Distribution Account, as applicable], (ii) the Reserve Account Initial Deposit, if any, to the Reserve Account, (iii) the amount of any Insured Payment (other than Insured Payments in respect of amounts described in clause (ii) of the definition of Insured Payment) to the Insured Payment Account, (iv) on the Closing Date, the Original Funded Amount in the Funding Account, and (v) on the Closing Date, the applicable Original Capitalized Interest Deposit in the Capitalized Interest Account. Insured Payments in respect of amounts described in clause (ii) of the definition of Insured Payment shall be paid by the Credit Enhancer to the Indenture Trustee for distribution to the Noteholders who have complied with the provisions of [Section 5.2(m)], in the same manner as distributions with respect to the Securities.
(i) On each Deposit Date, the Indenture Trustee shall withdraw from the Funding Account any Funding Earnings on the amounts on deposit therein and deposit such Funding Earnings in the Capitalized Interest Account. On each Deposit Date, the Indenture Trustee shall withdraw from the Funding Account an amount equal to 100% of the Original Principal Balance of each Additional Loan to be included, on such Deposit Date, and, subject to the next succeeding sentence, pay such amounts to or upon the order of the Depositor. From the amount withdrawn from the Funding Account, the Indenture Trustee shall (w) deduct the amount of the related Additional Deposit, if any, [(x) deposit such Additional Deposit in the Spread Sub-Account,] and (y) pay the remaining amount withdrawn from the Funding Account to or upon the order of the Depositor. On the final Funding Payment Date, if any amounts remain in the Funding Account after the withdrawals specified above in this Section 5.2(b), (A) the Indenture Trustee shall withdraw such amounts and deposit them in the Payment Account [or the Certificate Distribution Account, as applicable], (B) if such aggregate amount is less than $100,000, it will be distributed as a Prepayment and allocated among the [Noteholders and Certificateholders] as part of the applicable Principal Distribution Amount, and (C) if such aggregate amount is greater than or equal to $100,000, such amount will be distributed to the [Noteholders], pro rata on the basis of Security Balances of all Notes, and the Funding Account shall be closed. The Indenture Trustee shall maintain records of the amounts in the Funding Account.
(ii) On each Funding Payment Date, the Indenture Trustee shall transfer from the Capitalized Interest Account to the Payment Account [or the Certificate Distribution Account, as applicable,] the applicable Capitalized Interest Requirement for such Funding Payment Date. In addition, on each Deposit Date, other than as provided in the next sentence, the Servicer shall deliver to the Indenture Trustee, and the Indenture Trustee shall deposit in the Capitalized Interest Account, any Underfunded Amount. On the earlier to occur of the Deposit Date on which the Funding Period ends and the final Funding Payment Date, after giving effect to the transfers, if any, described in the preceding sentences, any amounts remaining in the Capitalized Interest Account shall be withdrawn by the Indenture Trustee and paid to _________, and such Capitalized Interest Account shall be closed.
(c) If, on any Payment Date, the amount then on deposit in the Payment Account or the Certificate Distribution Account, as applicable, is insufficient to pay the full amount of (i) Borrowings the Premium Payment, the Indenture Trustee's Fee or the Owner Trustee's Fee on such day Payment Date, and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price thereforTotal Distribution Amount, the Indenture Trustee shall withdraw Available Funds the amount of such insufficiency from the Note Account Reserve Account, to the extent of the amounts, if any, on deposit therein and make the following allocations or disbursements from deposit such Available Funds amounts in the following order of priorityapplicable Account.
(d) On each Payment Date after the transfers pursuant to clause (c) above and before any other distributions, and each such disbursement shall be treated as having occurred only after all preceding allocations or disbursements have occurred:
the Indenture Trustee shall, from amounts then on deposit in the appropriate Account (i) First, pay to the Backup Servicer, Credit Enhancer the Backup Servicing Fee Premium Payment then due, due and (ii) pay to the Indenture Trustee and the Owner Trustee, the Indenture Trustee Trustee's Fee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee's Fee, as applicable, then due.
(e) On each Payment Date after the transfers and distributions pursuant to clauses (c) and (d) and before any other distributions, the Indenture Trustee shall make the following transfers and distributions in the Custodian, priority indicated from the Available Funds then on deposit in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, andappropriate Account, to the extent not paid by of the Seller or Total Distribution Amount:
(i) to the ServicerPayment Account, amounts due under indemnification provisions tofrom the Total Distribution Amount, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsNoteholders' Interest Distributable Amount;
(ii) Second, to the ServicerPayment Account, if not OSHC or an Affiliate from the Total Distribution Amount, remaining after the application of OSHCclause (i), the Servicing FeeNoteholders' Principal Distributable Amount;
(iii) Third, for distribution if amounts withdrawn from the Funding Account are to be distributed pursuant to Section 5.2(b)(i)(C), to the Indenture, the Class A Current InterestPayment Account;
(iv) Fourth, for distribution pursuant to the IndentureCredit Enhancer, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Dateany unreimbursed Reimbursement Obligations;
(v) Fifth, for distribution pursuant [to the IndentureOwner Trustee] for deposit in the Certificate Distribution Account, any other amounts then due and payable to from the Owners Total Distribution Amount remaining after the application of clauses (i) through (iv), the Class A Notes under this Agreement, any Class A Note or the Note Purchase AgreementCertificateholders' Interest Distributable Amount;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, [to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", ] for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred deposit in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, from the remainder or such lesser amount as Total Distribution Amount remaining after the Issuer application of clauses (acting at the direction of a majority of the Percentage Interests of the Certificatesi) through (v), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders' Principal Distributable Amount; and
(xivii) Eleventhto the Indenture Trustee for deposit in the Reserve Account, any remainder from the Total Distribution Amount, the amounts remaining after the application of clauses (i) through (vi) above provided, however, that following the occurrence of an Event of Default pursuant to remain [Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v)] of the Indenture, an acceleration of the Notes pursuant to Section 5.02 of the Indenture amounts on deposit in the Note Collection Account will be deposited in the Payment Account to the extent necessary to pay accrued and unpaid interest on the Notes and then, to the extent funds are available therefore, principal on the Notes until the principal balance of the Notes has been reduced to zero, before any amounts are deposited in the Certificate Distribution Account... Following the payment in full of the Notes, amounts on deposit in the Collection Account will be deposited in the Certificate Distribution Account to the extent necessary to pay accrued and unpaid interest on the Certificates and then, to the extent funds are available therefore, principal on the Certificates until the principal balance thereof has been reduced to zero.
(f) The Indenture Trustee shall (i) receive as attorney-in-fact of the Notes any Insured Payment from the Credit Enhancer, (ii) shall deposit the Insured Payment to the Insured Payment Account and (iii) shall disburse the same from the Insured Payment Account to the Payment Account and the Noteholders as set forth in Section 5.2(e) hereof. Insured Payments disbursed by the Indenture Trustee from proceeds of the Credit Enhancement Instrument shall not be considered payment by the Issuer with respect to the Notes and the Credit Enhancer shall become the owner of such unpaid amounts due from the Issuer in respect of Insured Payments as the deemed assignee of such Notes, as hereinafter provided. The Indenture Trustee, on behalf of each Noteholder, hereby agrees for the benefit of the Credit Enhancer that it recognizes that to the extent the Credit Enhancer pays Insured Payments, either directly or indirectly (as by paying through the Indenture Trustee), to the Insured Payment Account, the Credit Enhancer (x) will be surrogated to the rights of the Noteholders, with respect to such Insured Payment, (y) shall be deemed to the extent of the payments so made to be an owner of such Notes and (z) shall receive future distributions of the applicable Distribution Amount until all such Insured Payments by the Credit Enhancer have been fully reimbursed, as described in the following paragraph. The Credit Enhancer shall not acquire any voting rights hereunder as a result of such subrogation, except as otherwise described herein. It is understood and agreed that the intention of the parties is that the Credit Enhancer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Noteholders shall also have received the full amount of the related Distribution Amount for such Payment Date.
(g) Subject to the terms and conditions of the Credit Enhancement Instrument, the Credit Enhancer will pay any Insured Payment that is a Preference Amount (as defined below) on the Business Day (as defined in the Policy) following receipt on a Business Day by the Fiscal Agent of (i) a certified copy of the order requiring the return of the preference payment, (ii) an opinion of counsel satisfactory to the Credit Enhancer that such order is final and not subject to appeal, (iii) an assignment in such form as is reasonably required by the Credit Enhancer, irrevocably assigning to the Credit Enhancer all rights and claims of the Noteholder relating to or arising under the Notes against the debtor which made such preference payment or otherwise with respect to such preference payment and (iv) appropriate instruments to effect the appointment of the Credit Enhancer as agent for such Noteholder in any legal proceeding related to such preference payment, such instruments being in a form satisfactory to the Credit Enhancer, provided that if such documents are received after 12:00 noon New York City time on such Business Day, they will be deemed to be received on the following Business Day. Such payments shall be disbursed to the receiver or trustee in bankruptcy named in the final order of the court exercising jurisdiction on behalf of the Noteholder and not to any Owner directly unless such Noteholder has returned principal or interest paid on the Obligations to such receiver or trustee in bankruptcy, in which case such payment shall be disbursed to such Noteholder.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Ucfc Acceptance Corp)
Flow of Funds. On each Payment Date(a) With respect to the Fixed Rate Group, after giving effect the Trustee shall deposit to (i) Borrowings on the Distribution Account, without duplication, upon receipt, any Insured Payments relating to such day and the disbursements of Group, the proceeds of any liquidation of the assets of the Trust insofar as such Borrowingsassets relate to the Fixed Rate Group, (iiall remittances made to the Trustee pursuant to Section 8.08(d)(ii) insofar as such assets relate to the purchase of Receivables Fixed Rate Group, and the payment Fixed Rate Group Monthly Remittance Amount remitted by the Master Servicer.
(b) With respect to the Adjustable Rate Group, the Trustee shall deposit to the Distribution Account without duplication, upon receipt, any Insured Payments relating to such Group, the proceeds of any liquidation of the Purchase Price for Receivables transferred assets of the Trust insofar as such assets relate to the Adjustable Rate Group, all remittances made to the Trustee pursuant hereto to Section 8.08(d)(ii) insofar as reflected in such assets relate to the Amended Adjustable Rate Group and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables the Adjustable Rate Group Monthly Remittance Amount remitted by the Seller or Servicer pursuant Master Servicer.
(c) With respect to the terms hereof Distribution Account, on such day and the payment of the Loan Purchase Price thereforeach Distribution Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers for each Mortgage Loan Group from such Available Funds amounts deposited therein pursuant to subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Distribution Date, the Trustee shall allocate an amount equal to the Backup Servicersum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum (net of the related Premium Amount paid pursuant to clause (iii)(B) below, as applicable, and the Backup Servicing Trustee Fee allocable to such Mortgage Loan Group then duepayable under clause (iii)(D) below) being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority:
(A) first, such Total Monthly Excess Cashflow with respect to each Mortgage Loan Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clauses (iii)(A) or (iii)(C), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (calculated for this purpose only by reference to clause (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group for such Distribution Date (the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group, and the "Adjustable Rate Group Available Funds Shortfall" with respect to the Adjustable Rate Group);
(B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocation described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the Owner Trustee, the Indenture Trustee and the Custodian, payment of the related accrued and unpaid fees then due, and, Class A Distribution Amount with respect to the Owner Trusteeother Mortgage Loan Group pursuant to clause (iii) below;
(C) third, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement portion of the accrued Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and unpaid expenses of, and, (B) above shall be disbursed to the extent not paid by Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the Seller or related Mortgage Loan Group; and
(D) fourth, any portion of the ServicerTotal Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), amounts due under indemnification provisions to, (B) and (C) above shall be disbursed to the Owner Trustee, Certificate Insurer in respect of any Reimbursement Amount with respect to the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;other Mortgage Loan Group.
(ii) Secondsecond, on each Distribution Date, the Trustee shall apply the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Distribution Date remaining after the allocations described in clause (i) above (the "Net Monthly Excess Cashflow") for such Mortgage Loan Group and Distribution Date in the following order of priority:
(A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the Servicerpayment of the related Class A Distribution Amount pursuant to clause (iii) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Distribution Date;
(B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, the Subordination Deficiency Amount, if not OSHC or an Affiliate any, with respect to the other Mortgage Loan Group; and
(C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above shall be paid to the Master Servicer to the extent of OSHC, the any xxxxxxxxxxxx X&X Advances and unreimbursed Servicing Fee;Advances:
(iii) Thirdthird, for distribution pursuant following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts (including any related Insured Payment) then on deposit in the Distribution Account with respect to the Indenturerelated Mortgage Loan Group, the Class A Current Interest;Trustee shall distribute:
(ivA) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this AgreementCertificates of the related Mortgage Loan Group, the Fixed Rate Group Current Interest or Class A-5 Current Interest, as applicable,
on a pro rata basis without any priority among such Class A Note or Certificates, until the Note Purchase Agreementapplicable Class A Certificate Termination Date;
(viB) Sixthto the Certificate Insurer, after on each Distribution Date for the Final Addition related Mortgage Loan Group, the prorated Premium Amount determined by the relative Certificate Principal Balance of the related Classes of Class A Certificates for such Distribution Date;
(C) to the Owners of the related Class of Class A Certificates, (I) the Fixed Rate Group Principal Distribution Amount shall be distributed as follows:
(a) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date, for distribution (b) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date, (c) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date and (d) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Termination Date and (II) the Adjustable Rate Group Principal Distribution Amount shall be distributed to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date;
(D) to the Trustee, the Trustee Fees with respect to such Mortgage Loan Group then due (plus any expenses owing to the Trustee pursuant to Section 3.02(e) of the IndentureInsurance Agreement);
(E) to the Class A-5 Certificates, the Basis Risk Carryover Amount outstanding on such Distribution Date;
(F) to the Owners of the Class X Certificates, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee X-1 Distribution Amount and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate X-2 Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the CertificateholdersAmount; and
(xiG) Eleventhto the Owners of the Class R Certificates, any remainder to remain on deposit amounts remaining in the Note Distribution Account...
(d) On any Distribution Date during the continuance of any Certificate Insurer Default:
(i) Any amounts otherwise payable to the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Distribution Account as Total Available Funds; and
(ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Distribution Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates on such Distribution Date.
(e) Notwithstanding clause (c)(iii) above, the aggregate amounts distributed on all Distribution Dates to the Owners of the Class A Certificates on account of principal pursuant to clause (c)(iii)(C) shall not exceed the original Certificate Principal Balance of the related Certificates.
(f) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments, or the proceeds thereof, (i) in the case of the Fixed Rate Certificates, through the Distribution Account to the Owners of such Certificates and (ii) in the case of the Class A-5 Certificates, through the Distribution Account to the Owners of such Certificates.
(g) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Master Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Master Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest [together with any interest thereon at the applicable Pass-Through Rate from the Trust] and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to receive all or any portion of Reimbursement Amounts unless on such Distribution Date the Owners of the Class A Certificates shall also have received the full amount of the Class A Distribution Amount for such Distribution Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Certificates as set forth in Section 7.03(c)(iii). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates; provided, however, that in the event that the Owners of the Class A Certificates shall have received the full amount of the Class A Distribution Amount for such Distribution Date, the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(i) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X Certificates and the Class R Certificates to receive distributions in respect of the Class X Certificates and the Class R Certificates, and all ownership interests of the Owners of the Class X Certificates and the Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X Certificates and the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X Certificates and the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X Certificates and the Class R Certificates shall not be required to refund any amount properly distributed on the Class X Certificates and the Class R Certificates pursuant to this Section 7.03.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc)
Flow of Funds. On (a) The Indenture Trustee shall deposit to the Note Account, without duplication, (i) upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, the Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Indenture Trustee.
(b) With respect to the Note Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Note Account (A) to the Backup ServicerIndenture Trustee, the Backup Servicing Indenture Trustee Fee then due, and to the Owner Trustee, the Indenture Owner Trustee Fee and (B) commencing on the Custodian, third Payment Date following the related accrued Closing Date and unpaid fees then due, andeach Payment Date thereafter, to the Owner TrusteeNote Insurer, from amounts then on deposit in the Note Account, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(vii) Fifthsecond, for distribution on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Subordination Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Monthly Payment Amount pursuant to clause (iv) below on such Payment Date in an amount equal to the Indenturedifference, if any, between (x) the Monthly Payment Amount (calculated only with respect to clause (y) of Principal Payment Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds for such Payment Date (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any other portion of the Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the Note Insurer in respect of amounts then due owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I).
(iii) third, the amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority:
(A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the Monthly Payment Amount pursuant to clause (iv)(C) below, any Subordination Deficiency Amount as of such Payment Date; and
(B) second, any Net Monthly Excess Cashflow remaining after the applications described in clause (A) above shall be allocated to the Servicer pursuant to clause (iv)(A)(II) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and payable accrued and unpaid Servicing Fees, in each case as certified to the Indenture Trustee by the Servicer to be owing to it as of such Payment Date;
(iv) fourth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above under Section 3.3 hereof and the prior clauses of this Section 3.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Notes under this Agreement, any Class A Note or Notes) then on deposit in the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner TrusteeAccount, the Indenture Trustee and the Custodian, shall:
(A) distribute (I) to the extent not paid pursuant Note Insurer the amounts described in clause (ii)(B) above and (II) to the Servicer the amounts described in clause "First"(iii)(B) above;
(B) retain in the Note Account, the Current Interest for such Payment Date (including the proceeds of any Insured Payments relating to interest made by the Note Insurer);
(C) retain in the Note Account, the Principal Payment Amount for such Payment Date (including the proceeds of any Insured Payments relating to principal made by the Note Insurer);
(D) distribute to the Indenture Trustee, for the reimbursement of expenses of the fees Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and expenses ofobligations hereunder; and
(v) fifth, and, to following the extent not paid making by the SellerIndenture Trustee of all allocations, transfers and disbursements described above under Section 3.3 hereof and the Servicer or any Subservicerprior clauses of this Section 3.5, from amounts remaining on deposit in the payment of amounts due under indemnification provisions to, the Owner TrusteeNote Account, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, shall distribute to the Certificate Distribution Account, the remainder or Residual Net Monthly Excess Cashflow, if any, for such lesser amount as Payment Date.
(c) Notwithstanding clause (b)(iv) above, the Issuer (acting at aggregate amounts distributed on all Payment Dates to the direction of a majority Owners of the Percentage Interests Notes on account of principal shall not exceed the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Original Note Account..Principal Balance.
Appears in 1 contract
Samples: Sale and Servicing Agreement (First Alliance Mortgage Loan Trust 1998-1f)
Flow of Funds. On each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables Computer Disk delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and any amounts transferred from the Reserve Account to the Note Account pursuant to Section 3.3(f) and make the following allocations or disbursements from such Available Funds in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations or disbursements have occurred:
(a) If such Payment Date is before the Facility Termination Date,
(i) First, to the Servicer, if not Bluegreen or an Affiliate thereof, the accrued and unpaid Servicing Fee;
(ii) Second, to the Backup Servicer, the accrued and unpaid Backup Servicing Fee then dueFee, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, to the Agent for the benefit of the Noteholders for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the IndentureAgent, (a) if no Event of Default shall have occurred any Fees due and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Dateowing;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to Agent for the Owners benefit of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, Noteholders for distribution pursuant to the Indenture, the Class A Principal Distribution Amount for such Payment Date;
(vi) Sixth, to the Agent, any other amounts due and owing under the Note Principal BalancePurchase Agreement;
(vii) Seventh, to the Owner TrusteeReserve Account, the excess, if any, of the Reserve Requirement over the amount on deposit in the Reserve Account after making the distributions in clauses (i) through (vi) above;
(viii) Eighth, to the Servicer, if Bluegreen or an Affiliate thereof, the Servicing Fee and any amounts previously paid by the Servicer pursuant to Section 3.4 below;
(ix) Ninth, to the Custodian, the Backup Servicer, the Indenture Trustee and the CustodianOwner Trustee, to the extent not paid pursuant to clause "First"previously paid, for the reimbursement of the fees and expenses of, and, to of the extent not paid by the SellerCustodian, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner TrusteeBackup Servicer, the Indenture Trustee and Custodian the Owner Trustee incurred in connection with their duties and obligations under the Operative Documents;
(viiix) EighthTenth, for distribution pursuant to if Bluegreen or an Affiliate thereof is the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) NinthServicer, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Feeany accrued and unpaid Remarketing Fees;
(xxi) TenthEleventh, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the CertificatesResidual Interest Owner), by prior written notice to the Indenture Trustee, elects to have distributed to the Residual Certificateholders; and
(xixii) EleventhTwelfth, any remainder to remain on deposit in the Note Account...
(b) If such Payment Date is on or after the Facility Termination Date,
(i) First, to the Servicer the accrued and unpaid Servicing Fee;
(ii) Second, to the Backup Servicer, the accrued and unpaid Backup Servicing Fee, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due;
(iii) Third, for distribution pursuant to the Indenture, the Current Interest;
(iv) Fourth, to the Agent, any Fees due and owing;
(v) Fifth, to the Agent, any other amounts due and owing under the Note Purchase Agreement;
(vi) Sixth, for distribution pursuant to the Indenture, the Principal Distribution Amount until the Note Principal Balance is reduced to zero;
(vii) Seventh, to the Custodian, the Backup Servicer, the Indenture Trustee and the Owner Trustee, to the extent not previously paid, for the reimbursement of the fees and expenses of the Custodian, the Backup Servicer, the Indenture Trustee and the Owner Trustee incurred under the Operative Documents;
(viii) Eighth, if Bluegreen or an Affiliate thereof is the Servicer, to the Servicer, any accrued and unpaid Remarketing Fees; and
(ix) Ninth, to the Certificate Distribution Account, the remainder.
Appears in 1 contract
Flow of Funds. On (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, the Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee.
(b) With respect to the Certificate Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of Trustee shall, based upon the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected information set forth in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables a report provided by the Seller or Servicer pursuant to and based upon a calculation made by the terms hereof on such day and the payment of the Loan Purchase Price thereforTrustee, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements from such Available Funds and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup ServicerCertificate Insurer, from amounts then on deposit in the Certificate Account, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, andPremium Amount for such Payment Date;
(ii) second, to the Owner Trustee, from amounts then on deposit in the Indenture Certificate Account, the Monthly Trustee Fee Amount and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, (to the extent not paid by the Seller Sponsor or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(iiServicer pursuant to Section 2.5) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Feefor such Payment Date;
(iii) Thirdthird, for distribution pursuant on each Payment Date, the Trustee shall pay to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant Certificate Insurer an amount equal to the Indenture, lesser of (ax) if no Event the excess of Default shall have occurred and be continuing, (i) the principal amount of Class A Notes which are required to be repaid to prevent then on deposit in the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on Certificate Account over (ii) the Insured Distribution Amount for such Payment Date and (by) if an Event the Reimbursement Amount as of Default shall have occurred and be continuingsuch Payment Date.
(iv) fourth, on each Payment Date, the lesser Trustee shall distribute the amount, if any, remaining on deposit in the Certificate Accounts after the allocations described in clauses (i) through (iii) above, to the Owners of the Class A Note Principal Balance and Certificates, the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on Class A Distribution Amount for such Payment Date;
(v) Fifthfifth, for on each Payment Date, the Trustee shall distribute from the amount, if any, remaining on deposit in the Certificate Account after the allocations described in clause (i) through (iv) above, to the Owners of the Class B Certificates, the lesser of (x) such remaining available funds and (y) the Class B Interest Distribution Amount;
(vi) sixth, on each Payment Date, the Trustee shall distribute from the amount, if any, remaining on deposit in the Certificate Account after the allocations described in clause (i) through (v) above, to the Owners of the Class B Certificates, the lesser of (x) such remaining available funds and (y) the Class B Principal Distribution Amount as of such Payment Date, applied as a distribution of principal on account of the Class B Certificates, until the Class B Principal Balance has been reduced to zero;
(vii) seventh, from the amount, if any, remaining on deposit in the Certificate Account following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5 (including any related Insured Payment with respect to the Class A Certificates), the Trustee shall pay to the Servicer, to the extent the Servicer has not otherwise withheld such amounts pursuant to the IndentureSections 8.8(c) and (d), any other unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date, and/or to the Trustee, any reimbursable amounts then due unpaid to the Trustee;
(viii) eighth, on each Payment Date, the Trustee shall apply the amount, if any, remaining after the allocations described in clauses (i) through (vii) above, to the Owners of the RU Certificates; provided, however, that if, on any Payment Date, (x) the Certificate Insurer is then in default under the Certificate Insurance Policy relating to the Mortgage Loans and payable (y) a Subordination Deficit exists, then any distribution of the Class A Formula Distribution Amount on such Payment Date shall be made pro rata to the Owners of each of the Class A Certificates. Notwithstanding any of the distributions or allocations set forth in clause (vi) above, no money will be allocated or distributed to the Owners of the Class B Certificates on any Payment Date unless the Subordinated Amount is equal to or greater than the required Specified Subordinated Amount as determined after distributions in clauses (i) through (iv) for such Payment Date.
(c) In determining the amount, if any, of Excess Interest allocated on any Payment Date to cover the Subordination Increase Amount, if any, to be paid to the Owners of the Class A Notes under this AgreementCertificates on such Payment Date, the amount of the Residual Interest, if any, as of such Payment Date shall first be deemed, for purposes hereof, to have been allocated to cover such Subordination Increase Amount and any shortfall remaining thereafter shall be deemed, for purposes hereof, to have been allocated from the Class B Interest to be otherwise distributed to the Owners of the Class B Certificates on such Payment Date.
(d) Notwithstanding clause (b)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Note or Certificates on account of principal shall not exceed the Note Purchase Agreement;Original Class A Certificate Principal Balance.
(vie) Sixth, after Any amounts properly distributed to the Final Addition Date, for distribution Owners of the Class B Certificates or to the Owners of the Residual Certificates pursuant to the Indentureterms of this Agreement shall be distributed free of the subordination described herein, and any such amounts shall in no event be required to be returned to the Trustee or paid over to the Owners of the Class A Note Principal Balance;Certificates.
(viif) SeventhWhenever, during the administration of the Trust, there comes into the possession of the Trustee any money or property which this Agreement does not otherwise require to be distributed on account of the Class A Certificates or the Class B Certificates, the Trustee shall distribute such money or other property to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement Owners of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Class RU Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account...
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Equivantage Acceptance Corp)
Flow of Funds. On each Payment Date(a) The Indenture Trustee shall deposit in the Note Account without duplication, after giving effect to upon receipt, (i) Borrowings on such day and any Insured Payments from the disbursements of the proceeds of such BorrowingsPolicy Payment Account pursuant to Section 7.02(b) hereof, (ii) the purchase proceeds of Receivables and the payment any liquidation of the Purchase Price for Receivables transferred pursuant hereto as reflected in assets of the Amended and Restated Schedule of Receivables delivered on such day and Trust, (iii) any purchases or repurchases of Receivables by all remittances made to the Seller or Servicer Indenture Trustee pursuant to Section 4.08(d)(ii) and (iv) the terms hereof Monthly Remittance Amount.
(b) With respect to funds on such day and deposit in the payment of the Loan Purchase Price thereforNote Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Note Account, (A) to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trusteeitself, the Indenture Trustee Fee and the CustodianIndenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the related accrued and unpaid fees then due, and, Premium Amount for such Payment Date shall be paid to the Owner TrusteeNote Insurer;
(ii) second, on each Payment Date, the Indenture Trustee and shall allocate an amount equal to the Custodiansum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Overcollateralization Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Principal Payment Amount pursuant to clause (b)(iv)(C) below (excluding any Overcollateralization Increase Amount) in an amount equal to the amount, if any, by which (x) the Principal Payment Amount (excluding any Overcollateralization Increase Amount) exceeds (y) the Available Funds (net of the Current Interest and the Trust Fees and Expenses) and shall be paid as part of the Principal Payment Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any portion of the Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the payment to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I).
(iii) third, the amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ii) above (the "Net Monthly Excess Cashflow" for such Payment Date) is required to be applied in the following order of priority:
(A) first, (a) with respect to any Payment Date (I) prior to the date on which the Specified Overcollaterization Amount is first attained and (II) on which the Mortgage Portfolio Performance Test is satisfied, 85% of the Net Monthly Excess Cashflow, and (b) with respect to any other Payment Date, all of the Net Monthly Excess Cashflow will be available to be paid to the Owners of the Notes as an Overcollateralization Increase Amount included in the Principal Payment Amount, which shall be distributed pursuant to clause (b)(iv)(C) below, to reduce to zero any Overcollateralization Deficiency Amount as of such Payment Date (except that, notwithstanding the foregoing, if clause (y) and (z) under the definition of the "Mortgage Portfolio Performance Test" are met but the 60+ Delinquency Percentage (Rolling Six Month) in clause (x) of the Mortgage Portfolio Performance Test is greater than 11.25% but less than 20.00%, the amount to be applied as an Overcollateralization Increase Amount in the Principal Payment Amount will be equal to the sum of (a) the amount which would otherwise be applied if the Specified Overcollateralization Amount did not increase due to exceed $500,000 a failure of the Mortgage Portfolio Performance Test and (b) the portion of Limited Net Monthly Excess Cashflow specified in the proviso under the definition of "Mortgage Portfolio Performance Test"); and
(B) second, any calendar yearNet Monthly Excess Cashflow remaining after the application described in clause (A) above shall be allocated to the payment to the Servicer pursuant to clause (iv)(A)(II) below to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(iv) fourth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Note Account, the Indenture Trustee shall:
(A) distribute (I) to the Note Insurer the amounts described in clause (b)(ii)(B) above and (II) to the Servicer the amounts described in clause (b)(iii)(B) above;
(B) retain in the Note Account, the Current Interest (including the proceeds of any Insured Payments relating to interest made by the Note Insurer);
(C) retain in the Note Account, the Principal Payment Amount until the Note Principal Balance is reduced to zero (including the proceeds of any Insured Payments relating to principal made by the Note Insurer);
(D) distribute to the Indenture Trustee, for the reimbursement of expenses of the accrued Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and unpaid expenses ofobligations hereunder; and
(v) fifth, and, to following the extent not paid making by the Seller or the ServicerIndenture Trustee of all allocations, amounts due under indemnification provisions to, the Owner Trusteetransfers and disbursements described above, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, distribute to the Certificate Distribution Account, the remainder or Residual Net Monthly Excess Cashflow, if any, for such lesser amount as the Issuer Payment Date.
(acting at the direction of a majority c) [Reserved].
(d) Notwithstanding any of the Percentage Interests foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the CertificatesNotes on account of principal pursuant to clause (b)(iv)(C) shall not exceed the original Note Principal Balance.
(e) Upon receipt of Insured Payments from the Note Insurer on behalf of Owners of the Notes, the Indenture Trustee shall deposit such Insured Payments in the Policy Payments Account. On each Payment Date, pursuant to Section 7.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the Note Account and the Indenture Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 3.03(b), by prior written notice to the Owners of such Notes.
(f) The Indenture Trustee, elects to have distributed Trustee or Paying Agent shall (i) receive for each Owner of the Notes any Insured Payment from the Note Insurer and (ii) disburse the same to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit Owners of the Notes as set forth in Section 3.03(b). Insured Payments disbursed by the Indenture Trustee or Paying Agent from proceeds of the Note Account..Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Notes and the Note Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 3.03(b)(ii)(B) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Indenture Trustee that are different from or in addition to those expressly set forth in this Agreement.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Imc Home Equity Loan Owner Trust 1998-6)
Flow of Funds. On (a) With respect to the Fixed Rate Group, the Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments relating to such Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to the Fixed Rate Group, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, and the Fixed Rate Group Monthly Remittance Amount remitted by the Servicer.
(b) With respect to the Adjustable Rate Group, the Trustee shall deposit to the Certificate Account without duplication upon receipt, any Insured Payments relating to such Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to the Adjustable Rate Group, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group and the Adjustable Rate Group Monthly Remittance Amount remitted by the Servicer.
(c) With respect to the Certificate Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers for each Home Equity Loan Group from such Available Funds amounts deposited therein pursuant to subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date, the Trustee shall allocate an amount equal to the Backup Servicersum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date (net of the related Premium Amount paid pursuant to clause (iii)(C) or (G) below, as applicable, and the Backup Servicing Trustee Fee allocable to such Group then duepayable under clause (iv)(A) below) plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) with respect to such Home Equity Loan Group in the following order of priority:
(A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clauses (iii)(D) or (iii)(H), as applicable, below on such Payment Date with respect to the related Home Equity Loan Group in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (calculated for this purpose only by reference to clause (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any Subordination Increase Amount with respect to the related Group) for such Payment Date exceeds (y) the Available Funds with respect to such Home Equity Loan Group for such Payment Date (the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group, and the "Adjustable Rate Group Available Funds Shortfall" with respect to the Adjustable Rate Group);
(B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group and to the Owner Trustee, the Indenture Trustee and the Custodian, payment of the related accrued and unpaid fees then due, and, Class A Distribution Amount with respect to the Owner Trusteeother Home Equity Loan Groups pursuant to clause (iii) below;
(C) third, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement portion of the accrued Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A) and unpaid expenses of, and, (B) above shall be disbursed to the extent not paid by Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the Seller or related Home Equity Loan Group; and
(D) fourth, any portion of the ServicerTotal Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A), amounts due under indemnification provisions to, (B) and (C) above shall be disbursed to the Owner Trustee, Certificate Insurer in respect of any Reimbursement Amount with respect to the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;other Home Equity Loan Group.
(ii) Secondsecond, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group on a Payment Date remaining after the allocations described in clause (i) above (the "Net Monthly Excess Cashflow" for such Home Equity Loan Group and Payment Date) is required to be allocated in the following order of priority:
(A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the Servicer, if not OSHC or an Affiliate payment of OSHC, the Servicing Fee;
related Class A Distribution Amount pursuant to clause (iii) Thirdbelow, for distribution pursuant any Subordination Deficiency Amount with respect to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event related Home Equity Loan Group as of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, the Subordination Deficiency Amount, if any, with respect to the other Home Equity Loan Group; and
(C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(iii) third, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c) from amounts (including any related Insured Payment) then on deposit in the Certificate Account with respect to the related Home Equity Loan Group, the Trustee shall distribute:
(A) with respect to the Fixed Rate Group, the Lower-Tier Fixed Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution on the related Lower-Tier Interests to the Upper-Tier Fixed Rate Group Distribution Account;
(B) from the Upper-Tier Fixed Rate Group Distribution Account to the Class A-1 Distribution Account, the Class A-1 Internal Interest Distribution Amount and to the Owners of the Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-11IO Certificates, the related Current Interest thereon until the related Class A Certificate Termination Date on a pro rata basis without any priority among the Class A-1 Distribution Account and such Certificates;
(C) from Total Monthly Excess Spread, the Premium Amount allocable to the Fixed Rate Group for such Payment Date to the Certificate Insurer;
(D) from the Upper-Tier Fixed Rate Group Distribution Account as a distribution of principal to the Class A-1 Distribution Account and the Owners of the Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class A-9 Certificates, the Fixed Rate Group Principal Distribution Amount shall be distributed as follows (I) to the Owners of the Class A-9 Certificates an amount equal to the Class A-9 Lockout Distribution Amount and (II) the remainder as follows:
(1) first, to the Class A-1 Distribution Account until the Class A-1 Certificate Termination Date;
(2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date;
(3) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date;
(4) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Termination Date;
(5) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date;
(6) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Termination Date;
(7) seventh, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date;
(8) eighth, to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Termination Date; and
(9) ninth, to the Owners of the Class A-9 Certificates until the Class A-9 Certificate Termination Date;
(E) with respect to the Adjustable Rate Group, the Lower-Tier Adjustable Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution of the Lower-Tier A-10 Interest to the Upper-Tier Adjustable Rate Group Distribution Account;
(F) from the Upper-Tier Adjustable Rate Group Distribution Account to the Owners of the Class A-10 Certificates and the Class A-12IO Certificates, the related Current Interest thereon on a pro rata basis without any priority among the Class A-10 Certificates and Class A-12IO Certificates; and
(G) from Total Monthly Excess Spread, the Premium Amount allocable to the Adjustable Rate Group for such Payment Date to the Certificate Insurer;
(H) from the Upper-Tier Adjustable Rate Group Distribution Account as a distribution of principal to the Owners of the Class A-10 Certificates, the Adjustable Rate Group Principal Distribution Amount;
(iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, Upper-Tier Fixed Rate Group Distribution Account or the Upper-Tier Adjustable Rate Group Distribution Account, the Trustee shall distribute in the following order of priority;
(A) to the Trustee from the Certificate Account, the Trustee Fees then due (plus any expenses owing to the Trustee pursuant to Section 3.02(e) of the Insurance Agreement);
(B) to the Supplemental Interest Account, if necessary, the Supplemental Interest Shortfall Amount; and
(C) to the Owners of the Class B-IO Certificates, the Class B-IO Distribution Amount.
(v) Fifthfifth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for distribution pursuant such Payment Date.
(d) On any Payment Date during the continuance of any Certificate Insurer Default:
(i) Any amounts otherwise payable to the IndentureCertificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as Total Available Funds; and
(ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates (other than the Class A-IO Certificates) on such Payment Date.
(e) Notwithstanding clause (c)(iii) above, the aggregate amounts then due and payable distributed on all Payment Dates to the Owners of the Class A Notes under this AgreementCertificates on account of principal pursuant to clauses (c)(iii)(D) and (c)(iii)(H) shall not exceed the original Certificate Principal Balance of the related Certificates.
(f) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, (i) in the case of the Fixed Rate Group Certificates and the Class A-IO Certificates, through the Upper-Tier Fixed Rate Group Distribution Account to the Owners of such Certificates and (ii) in the case of the Class A-10 Certificates and Class A-12IO Certificates, through the Upper-Tier Adjustable Rate Group Distribution Account, to the Owners of such Certificates.
(g) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant Certificates to the IndentureOwners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Note Principal Balance;
(vii) Seventh, to Certificates shall also have received the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement full amount of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer Distribution Amount for such Payment Date. The Trustee or any Subservicer, the payment Paying Agent shall (i) receive as attorney-in-fact of amounts due under indemnification provisions to, the each Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
Certificates any Insured Payment from the Certificate Insurer and (ixii) Ninth, disburse the same to the ServicerOwners of the related Class A Certificates as set forth in Section 7.03(c)(iii). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, if OSHCnor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(i) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and the Corpus, or an Affiliate and all ownership interests of OSHCthe Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class B-IO Certificates and the Class R Certificates to receive distributions in respect of the Class B-IO Certificates and the Class R Certificates, and all ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the Servicing Fee;
(x) Tenth, ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class B-IO Certificates and the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the Certificate Distribution Accountcontrary, the remainder or such lesser amount as the Issuer (acting at the direction of a majority Owners of the Percentage Interests of Class B-IO Certificates and the Certificates), by prior written notice Class R Certificates shall not be required to refund any amount properly distributed on the Indenture Trustee, elects Class B-IO Certificates and the Class R Certificates pursuant to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..this Section 7.03.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1996-4)
Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer, (ii) on the October 1997 Payment Date, the Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the October 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof.
(ii) On each Payment Date, after giving effect the Trustee shall transfer the Lower-Tier Distribution Amount from the Certificate Account to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and Upper-Tier Distribution Account.
(iii) On each Payment Date, the Trustee shall transfer to the Trustee, the Trustee Fee and any purchases or repurchases of Receivables by Trustee Reimbursable Expenses from the Seller or Servicer Certificate Account.
(b) With respect to funds on deposit in the Upper-Tier Distribution Account, on each Payment Date, the Trustee shall disburse the Interest Remittance Amount transferred thereto pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or disbursements from such Available Funds subsection (a) in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) First, to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;(Reserved.)
(ii) SecondFirst, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this AgreementCertificates (including the Class A-11IO Certificates), any the related Current Interest plus the related Interest Carry Forward Amount with respect to each such Class of Class A Note or Certificates without any priority among such Class A Certificates; provided, that if the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for Interest Amount Available is not sufficient to make a full distribution pursuant of interest with respect to the Indenture, all Classes of the Class A Note Principal Balance;
(vii) Seventh, to the Owner TrusteeCertificates, the Indenture Trustee and Interest Amount Available will be distributed among the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount outstanding Classes of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..Certificates pro rata based
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-5)
Flow of Funds. On each Payment Date(a) With respect to the Fixed Rate Group, after giving effect the Trustee shall deposit to (i) Borrowings on the Distribution Account, without duplication, upon receipt, any Insured Payments relating to such day and the disbursements of Group, the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment any liquidation of the Purchase Price for Receivables transferred assets of the Trust insofar as such assets relate to the Fixed Rate Group and all remittances made to the Trustee pursuant hereto to Section 8.08(d)(ii) insofar as reflected in such assets relate to the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables Fixed Rate Group, to the extent remitted by the Seller or Servicer Master Servicer.
(b) With respect to the Adjustable Rate Group, the Trustee shall deposit to the Distribution Account without duplication, upon receipt, any Insured Payments relating to such Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to the Adjustable Rate Group and all remittances made to the Trustee pursuant to Section 8.08(d)(ii) insofar as such assets relate to the terms hereof Adjustable Rate Group, to the extent remitted by the Master Servicer.
(c) With respect to the Distribution Account, on such day and the payment of the Loan Purchase Price thereforeach Distribution Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers for each Mortgage Loan Group from such Available Funds amounts deposited therein pursuant to subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Distribution Date, the Trustee shall allocate an amount equal to the Backup Servicersum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority:
(A) first, the Backup Servicing Fee then due, and such Total Monthly Excess Cashflow with respect to each Mortgage Loan Group shall be allocated to the Owner Trustee, the Indenture Trustee and the Custodian, payment of the related accrued and unpaid fees then dueClass A Distribution Amount pursuant to clauses (iii)(A) or (iii)(D), andas applicable, below on such Distribution Date with respect to the Owner Trustee, the Indenture Trustee and the Custodian, related Mortgage Loan Group in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, equal to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Serviceramount, if not OSHC or an Affiliate of OSHCany, by which (x) the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the related Class A Current Interest;
Distribution Amount (iv) Fourth, calculated for distribution pursuant this purpose only by reference to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and clause (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note definition of the Fixed Rate Group Principal Balance Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, but without any amount calculated under subclause (J) of clause (b) of said definition and without any Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds remaining after giving effect with respect to all prior distributions under this Section 3.2 on such Payment Date;
Mortgage Loan Group for such Distribution Date (v) Fifth, for distribution pursuant the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the IndentureFixed Rate Group, any other amounts then due and payable the "Adjustable Rate Group Available Funds Shortfall" with respect to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase AgreementAdjustable Rate Group);
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)
Flow of Funds. On each Payment Date(a) The Indenture Trustee shall deposit in the Note Account without duplication, after giving effect to upon receipt, (i) Borrowings on such day and any Insured Payments from the disbursements of the proceeds of such BorrowingsPolicy Payment Account pursuant to Section 7.02(b) hereof, (ii) the purchase proceeds of Receivables any liquidation of the assets of the Trust, all remittances made to the Indenture Trustee pursuant to Section 4.08(d)(ii) and the payment of Monthly Remittance Amount remitted by the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and Servicer, (iii) any purchases or repurchases of Receivables by on the Seller or Servicer Payment Dates during the Funding Period, the Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 3.04(e) hereof and (iv) on the terms hereof Payment Dates during the Funding Period, the portion of the amount, if any, to be transferred on such day and Payment Date from the payment of Pre-Funding Account pursuant to Section 3.04(c) hereof.
(b) With respect to funds on deposit in the Loan Purchase Price thereforNote Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such each Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other from amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account.., (A) to itself, the Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Note Insurer;
(ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y)
Appears in 1 contract
Samples: Sale and Servicing Agreement (Imc Home Equity Loan Owner Trust 1997-6)
Flow of Funds. On (a) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) with respect to Monthly Remittance Amount remitted by the Master Servicer.
(b) Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on deposit in the Certificate Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Certificate Account, (A) the Trustee Fee and the Trustee Reimbursable Expenses shall be paid to the Backup Servicer, the Backup Servicing Fee then dueTrustee, and (B) provided that no Certificate Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsCertificate Insurer;
(ii) Secondsecond, on each Payment Date, the Trustee shall allocate an amount equal to the Servicersum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Subordination Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Principal Distribution Amount pursuant to clause (iv)(C) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if not OSHC or an Affiliate any, by which (x) the Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds (net of OSHCTrustee Fees, the Servicing FeePremium Amount, the Trustee Reimbursable Expenses pursuant to clause (i) and Current Interest) and shall be paid as part of the Principal Distribution Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall");
(B) second, any portion of the Total Monthly Excess Cashflow remaining after the allocation described in clause (A) above shall be paid pursuant to clause (iv)(A) below to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount; and
(iii) Thirdthird, for distribution the amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ii) above net of any Subordination Reduction Amount is required to be applied in the following order or priority:
(A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment to the Owners of the related Class A Certificates of a Subordination Increase Amount included in the Principal Distribution Amount, which shall be paid pursuant to clause (iv)(C) below, any Subordination Deficiency Amount as of such Payment Date;
(B) second, any portion of the IndentureNet Monthly Excess Cashflow remaining after the application described in clause (A) above shall be paid to the Master Servicer pursuant to clause (iv)(A) below to the extent of any unreimbursed Delinquency Advances, the Class A Current unreimbursed Servicing Advances and unreimbursed Compensating Interest;
(iv) Fourthfourth, for distribution pursuant following the making by the Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Certificate Account, the Trustee shall distribute:
(A) (I) to the Indenture, Certificate Insurer the amounts described in clause (aii)(B) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date above and (bII) if an Event of Default shall have occurred and be continuing, to the lesser of Master Servicer the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Dateamounts described in clause (iii)(B) above;
(vB) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this AgreementCertificates, the related Current Interest for each Class (including the proceeds of any Insured Payments made by the Certificate Insurer) on a pro rata basis based on each such Class A Note or Certificate's Current Interest without priority among the Note Purchase AgreementClass A Certificates;
(C) the Principal Distribution Amount shall be distributed as follows: (i) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; (ii) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to zero; and (iii) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; and
(D) to the Trustee, for the reimbursement of expenses of the Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and obligations hereunder;
(v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Backup Master Servicer, the Backup Master Servicing Fee then due and not paid by the Sponsor;
(vi) Sixthsixth, after following the Final Addition Datemaking by the Trustee of all allocations, for distribution pursuant transfers and disbursements described above, the Trustee shall distribute to any successor to the IndentureBackup Master Servicer, the Class A Note Principal Balance;any Successor Backup Master Servicing Fee; and
(vii) Seventhseventh, following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date.
(c) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates on such Payment Date.
(d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class A Certificates on account of principal pursuant to clause (b)(iv)(C) shall not exceed the original Certificate Principal Balance of the related Class A Certificates.
(e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Policy Payments Account. On each Payment Date, pursuant to Section 12.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the Certificate Account and the Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Owners of such Certificates.
(f) The Trustee or Paying Agent shall (i) receive for each Owner Trusteeof the Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(ii)(B) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Trustee that are different from or in addition to those expressly set forth in this Agreement. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class R Certificates to receive distributions in respect of the Class R Certificates, shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the Indenture Trustee ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Custodian, Owners of the Class R Certificate shall not be required to refund any amount properly distributed on the extent not paid Class R Certificates pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..this Section 7.03.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (DLJ Mortgage Acceptance Corp)
Flow of Funds. On (a) The Indenture Trustee shall deposit to the Note Account, without duplication, (i) upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, the Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Indenture Trustee.
(b) With respect to the Note Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Note Account (A) to the Backup ServicerIndenture Trustee, the Backup Servicing Indenture Trustee Fee then due, and to the Owner Trustee, the Indenture Owner Trustee Fee and (B) commencing on the Custodian, third Payment Date following the related accrued Closing Date and unpaid fees then due, andeach Payment Date thereafter, to the Owner TrusteeNote Insurer, from amounts then on deposit in the Note Account, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(vii) Fifthsecond, for distribution on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Subordination Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Monthly Payment Amount pursuant to clause (iv) below on such Payment Date in an amount equal to the Indenturedifference, if any, between (x) the Monthly Payment Amount (calculated only with respect to clause (y) of Principal Payment Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds for such Payment Date (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any other portion of the Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I).
(iii) third, the amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority:
(A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the Monthly Payment Amount pursuant to clause (iv)(C) below, any Subordination Deficiency Amount as of such Payment Date;
(B) second, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clause (A) above and (ii) the excess of (a) the Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then due on deposit in the Available Funds Cap Carry-Forward Amount Account shall be allocated to the Available Funds Cap Carry-Forward Amount Account; and
(C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and payable (B) above shall be allocated to the Servicer pursuant to clause (iv)(A)(II) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Indenture Trustee by the Servicer to be owing to it as of such Payment Date;
(iv) fourth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above under Section 3.3 hereof and the prior clauses of this Section 3.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Notes under this Agreement, any Class A Note or Notes) then on deposit in the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner TrusteeAccount, the Indenture Trustee and the Custodian, shall:
(A) distribute (I) to the extent not paid pursuant Note Insurer the amounts described in clause (ii)(B) above and (II) to the Servicer the amounts described in clause "First"(iii)(B) above;
(B) retain in the Note Account, the Current Interest for such Payment Date (including the proceeds of any Insured Payments relating to interest made by the Note Insurer);
(C) retain in the Note Account, the Principal Payment Amount for such Payment Date (including the proceeds of any Insured Payments relating to principal made by the Note Insurer);
(D) distribute to the Indenture Trustee, for the reimbursement of expenses of the fees Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and expenses ofobligations hereunder; and
(v) fifth, and, to following the extent not paid making by the SellerIndenture Trustee of all allocations, transfers and disbursements described above under Section 3.3 hereof and the Servicer or any Subservicerprior clauses of this Section 3.5, from amounts remaining on deposit in the payment of amounts due under indemnification provisions to, the Owner TrusteeNote Account, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, shall distribute to the Certificate Distribution Account, the remainder or Residual Net Monthly Excess Cashflow, if any, for such lesser amount as Payment Date.
(c) On each Payment Date the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice Indenture Trustee shall distribute to the Indenture TrusteeOwners the amount, elects to have distributed to the Certificateholders; and
(xi) Eleventhif any, any remainder to remain then on deposit in the Available Funds Cap Carry-Forward Amount Account.
(d) Notwithstanding clause (b)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Notes on account of principal shall not exceed the Original Note Account..Principal Balance.
Appears in 1 contract
Samples: Sale and Servicing Agreement (First Alliance Mortgage Loan Trust 1998-1a)
Flow of Funds. (a) The Indenture Trustee shall deposit to the Note Account, without duplication, immediately upon receipt, (i) any Insured Payments, (ii) the proceeds of any final liquidation of the assets of the Trust and (iii) the Monthly Remittance Amount remitted by the Servicer or any sub servicer.
(b) On each Payment Date, after giving effect any Insured Payments shall be applied to payments specified under clauses, (iiv), (v) Borrowings on such day and (vii) of Section 8.6(c) and in the disbursements case of the proceeds of such BorrowingsNote Maturity Date, to pay principal on the Notes in an amount equal to any Note Balance that remains Outstanding.
(iic) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price thereforOn each Payment Date, the Indenture Trustee shall withdraw Available Funds shall, from funds on deposit in the Note Account and representing Investor Interest Collections for such Payment Date, make the following allocations or allocations, disbursements from such Available Funds and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) First, to the Backup ServicerIndenture Trustee, the Backup Servicing Indenture Trustee Fee then due, due and to the Owner Trustee, the Indenture Owner Trustee and Fee then due;
(ii) to the CustodianInsurer, the related accrued and unpaid fees Premium then due, and, ;
(iii) to the Owner TrusteeServicer, reimbursement for the Investor Floating Allocation Percentage of the sum of any unreimbursed Servicing Advances and P&I Advances which have been deemed Nonrecoverable Advances, provided the amount reimbursed with respect to a Mortgage Loan pursuant to this clause (iii) shall not exceed the Principal Balance of such Mortgage Loan (which, if such Mortgage Loan is a Liquidated Mortgage Loan, shall be measured at the time it became a Liquidated Mortgage Loan);
(iv) to the Noteholders, the Interest Distribution Amount for such Payment Date;
(v) to the Noteholders, the Note Interest Shortfall, if any, for such Payment Date;
(vi) to the Noteholders, as a distribution of principal, an amount equal to the Investor Liquidated Loss Amounts for such Payment Date and any Investor Liquidated Loss Amounts that remain unpaid from prior Payment Dates;
(vii) to the Noteholders, as a distribution of principal, the Overcollateralization Deficit for such Payment Date;
(viii) to the Insurer, the Reimbursement Amount, if any, then due to it;
(ix) to the Noteholders, as a distribution of principal, the Accelerated Principal Payment for such Payment Date;
(x) to the Noteholders, the amount of any Net Funds Cap Carry-Forward Amount then due;
(xi) to the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar yearOwner Trustee, for the reimbursement of expenses of the accrued Indenture Trustee and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, including without limitation all amounts due and owing to the Indenture Trustee under Section 4.15 of the Sale and Custodian Servicing Agreement and to the Owner Trustee under Article VIII of the Trust Agreement which expenses in each case were incurred in connection with their its duties and obligations under the Operative Documents;
(iixii) Second, to the Servicer, if the amount of any unreimbursed Nonrecoverable Advances not OSHC or an Affiliate of OSHC, the Servicing Fee;
reimbursed pursuant to clause (iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholdersabove; and
(xixiii) Eleventhto the Certificateholders, any remainder to remain such amounts remaining on deposit in the Note Account...
(d) On any Payment Date during the continuance of any Insurer Default no Premium Amount shall be paid to the Insurer (unless the Insurer or its custodian, trustee, agent, receiver, custodian, or similar official continues to make payments required under the Policy) and any amounts otherwise payable to the Insurer as Premium Amounts shall be retained in the Note Account but segregated from Available Funds. On any Payment Date when such Insurer Default has been cured, the Premium Amounts shall be paid to the Insurer.
(e) On each Payment Date, the Indenture Trustee shall distribute any funds on deposit in the Note Account representing any Seller Interest Collections for such Payment Date to the Certificateholders.
(f) On each Payment Date, the Indenture Trustee shall, from those funds on deposit in the Note Account that represent the Principal Remittance Amount for the related Remittance Date, distribute to Noteholders the Scheduled Principal Distribution Amount for such Payment Date, and shall allocate the remaining portion of such Principal Remittance Amount first to pay the Noteholders, as a further distribution of principal, the amount of any Investor Liquidated Loss Amounts from prior Payment Dates that remain unreimbursed after giving effect to the distribution of Investor Interest Collections for that Payment Date (provided that in no event shall the amount paid to Noteholders on a Payment Date pursuant to this clause first exceed the amount by which the Investor Amount exceeds the Note Balance after giving effect to all other distributions on that Payment Date); and second to the Certificateholders any remaining Principal Remittance Amount.
Appears in 1 contract
Flow of Funds. On each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables Computer Disk delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and any amounts transferred from the Reserve Account to the Note Account pursuant to Section 3.3(f) and make the following allocations or disbursements from such Available Funds in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations or disbursements have occurred:
(a) If such Payment Date is before the Facility Termination Date,
(i) First, to the Servicer, if not Bluegreen or an Affiliate thereof, the accrued and unpaid Servicing Fee;
(ii) Second, to the Backup Servicer, the accrued and unpaid Backup Servicing Fee then dueFee, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, to the Agent for the benefit of the Noteholders for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the IndentureAgent, (a) if no Event of Default shall have occurred any Fees due and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Dateowing;
(v) Fifth, for distribution pursuant to the Indenture, any other amounts then due and payable to Agent for the Owners benefit of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, Noteholders for distribution pursuant to the Indenture, the Class A Principal Distribution Amount for such Payment Date;
(vi) Sixth, to the Agent, any other amounts due and owing under the Note Principal BalancePurchase Agreement;
(vii) Seventh, to the Owner TrusteeReserve Account, the excess, if any, of the Reserve Requirement over the amount on deposit in the Reserve Account after making the distributions in clauses (i) through (vi) above;
(viii) Eighth, to the Servicer, if Bluegreen or an Affiliate thereof, the Servicing Fee and any amounts previously paid by the Servicer pursuant to Section 3.4 below;
(ix) Ninth, to the Custodian, the Backup Servicer, the Indenture Trustee and the CustodianOwner Trustee, to the extent not paid pursuant to clause "First"previously paid, for the reimbursement of the fees and expenses of, and, to of the extent not paid by the SellerCustodian, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner TrusteeBackup Servicer, the Indenture Trustee and Custodian the Owner Trustee incurred in connection with their duties and obligations under the Operative Documents;
(viiix) EighthTenth, for distribution pursuant to if Bluegreen or an Affiliate thereof is the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) NinthServicer, to the Servicer, if OSHCbut only to the extent the Servicer Purchase Option has been declined by the Servicer, or an Affiliate of OSHC, the Servicing Feeany accrued and unpaid Remarketing Fees;
(xxi) TenthEleventh, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the CertificatesResidual Interest Owner), by prior written notice to the Indenture Trustee, elects to have distributed to the Residual Certificateholders; and
(xixii) EleventhTwelfth, any remainder to remain on deposit in the Note Account...
(b) If such Payment Date is on or after the Facility Termination Date,
(i) First, to the Servicer the accrued and unpaid Servicing Fee;
(ii) Second, to the Backup Servicer, the accrued and unpaid Backup Servicing Fee, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due;
(iii) Third, for distribution pursuant to the Indenture, the Current Interest;
(iv) Fourth, to the Agent, any Fees due and owing;
(v) Fifth, to the Agent, any other amounts due and owing under the Note Purchase Agreement;
(vi) Sixth, for distribution pursuant to the Indenture, the Principal Distribution Amount until the Note Principal Balance is reduced to zero;
(vii) Seventh, to the Custodian, the Backup Servicer, the Indenture Trustee and the Owner Trustee, to the extent not previously paid, for the reimbursement of the fees and expenses of the Custodian, the Backup Servicer, the Indenture Trustee and the Owner Trustee incurred under the Operative Documents;
(viii) Eighth, if Bluegreen or an Affiliate thereof is the Servicer, to the Servicer, but only to the extent the Servicer Purchase Option has been declined by the Servicer, any accrued and unpaid Remarketing Fees; and
(ix) Ninth, to the Certificate Distribution Account, the remainder.
Appears in 1 contract
Flow of Funds. On each Payment Date(a) The Indenture Trustee shall deposit in the Note Account without duplication, after giving effect to upon receipt, (i) Borrowings on such day and any Insured Payments from the disbursements of the proceeds of such BorrowingsPolicy Payment Account pursuant to Section 7.02(b) hereof, (ii) the purchase proceeds of Receivables and the payment any liquidation of the Purchase Price for Receivables transferred pursuant hereto as reflected in assets of the Amended and Restated Schedule of Receivables delivered on such day and Trust, (iii) any purchases or repurchases of Receivables by all remittances made to the Seller or Servicer Indenture Trustee pursuant to Section 4.08(d)(ii) and (iv) the terms hereof Monthly Remittance Amount.
(b) With respect to funds on such day and deposit in the payment of the Loan Purchase Price thereforNote Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Note Account, (A) to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trusteeitself, the Indenture Trustee Fee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Custodian, in an amount not to exceed $500,000 in any calendar year, Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, such Payment Date shall be paid to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsNote Insurer;
(ii) Secondsecond, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the Servicersum of (x) the Total Monthly Excess Spread with respect to such Payment Date, (y) any Overcollateralization Reduction Amount with respect to such Payment Date, and (z) any amounts required to be transferred pursuant to Section 3.04(e) (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Principal Payment Amount pursuant to clause (b)(iv) below (excluding any Overcollateralization Increase Amount) in an amount equal to the amount, if not OSHC or an Affiliate any, by which (x) the Principal Payment Amount (excluding any Overcollateralization Increase Amount) exceeds (y) the Available Funds (net of OSHCthe Current Interest and the Trust Fees and Expenses) and shall be paid as part of the Principal Payment Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any portion of the Servicing Fee;Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the payment to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I).
(iii) Third, for distribution pursuant to the Indenturethird, the Class A Current Interest;
amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ivii) Fourth, above (the "Net Monthly Excess Cashflow" for distribution pursuant to the Indenture, (asuch Payment Date) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are is required to be repaid applied in the following order or priority:
(A) first, such Net Monthly Excess Cashflow shall be used to prevent reduce to zero, through the existence of a Borrowing Base Deficiency after giving effect payment to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser Owners of the Class A Note Notes of an Overcollateralization Increase Amount included in the Principal Balance and the Available Funds remaining after giving effect Payment Amount, which shall be retained pursuant to all prior distributions under this Section 3.2 on clause (iv)(C) below, any Overcollateralization Deficiency Amount as of such Payment Date;
(vB) Fifthsecond, for distribution pursuant an amount equal to the Indenture, lesser of (i) any other amounts then due and payable to the Owners portion of the Class A Notes under this Agreement, any Class A Note or Net Monthly Excess Cashflow remaining after the Note Purchase Agreementapplications described in clause (A) and (ii) the excess of (a) the Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Available Funds Cap CarryForward Amount Account shall be deposited into the Available Funds Cap CarryForward Amount Account;
(viC) Sixththird, any Net Monthly Excess Cashflow remaining after the Final Addition Date, for distribution application described in clauses (A) and (B) above shall be allocated to the payment to the Servicer pursuant to clause (iv)(A)(II) below to the Indenture, the Class A Note Principal Balanceextent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(viiiv) Seventhfourth, to following the Owner Trusteemaking by the Indenture Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Note Account, the Indenture Trustee and the Custodian, shall:
(A) distribute (I) to the extent not paid pursuant Note Insurer the amounts described in clause (ii)(B) above and (II) to the Servicer the amounts described in clause "First"(iii)(C) above;
(B) retain in the Note Account, the Current Interest (including the proceeds of any Insured Payments relating to interest made by the Note Insurer);
(C) retain in the Note Account, the Principal Payment Amount (including the proceeds of any Insured Payments relating to principal made by the Note Insurer);
(D) distribute to the Indenture Trustee, for the reimbursement of expenses of the fees Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and expenses ofobligations hereunder; and
(v) fifth, and, to following the extent not paid making by the SellerIndenture Trustee of all allocations, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trusteetransfers and disbursements described above, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, shall distribute to the Certificate Distribution Account, the remainder or Residual Net Monthly Excess Cashflow, if any, for such lesser amount as Payment Date.
(c) On each Payment Date, the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice Indenture Trustee shall distribute to the Indenture TrusteeOwners, elects to have distributed to the Certificateholders; and
(xi) Eleventhamount, any remainder to remain if any, then on deposit in the Available Funds Cap Carry-Forward Amount Account.
(d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the Notes on account of principal pursuant to clause (b)(iv)(C) shall not exceed the original Note Principal Balance.
(e) Upon receipt of Insured Payments from the Note Insurer on behalf of Owners of the Notes, the Indenture Trustee shall deposit such Insured Payments in the Policy Payments Account... On each Payment Date, pursuant to Section 7.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the Note Account and the Indenture Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 3.03(b), to the Owners of such Notes.
(f) The Indenture Trustee or Paying Agent shall (i) receive for each Owner of the Notes any Insured Payment from the Note Insurer and (ii) disburse the same to the Owners of the Notes as set forth in Section 3.03(b). Insured Payments disbursed by the Indenture Trustee or Paying Agent from proceeds of the Note Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Notes and the Note Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 3.03(b)(ii)(B) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Indenture Trustee that are different from or in addition to those expressly set forth in this Agreement.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Flow of Funds. On (a) The Indenture Trustee shall deposit in the Note Account without duplication, upon receipt, any Insured Payments from the Policy Payment Account pursuant to Section 7.02(b) hereof, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Indenture Trustee pursuant to Section 4.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(b) With respect to funds on deposit in the Note Account, on each Payment Date, after giving effect to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and (iii) any purchases or repurchases of Receivables by the Seller or Servicer pursuant to the terms hereof on such day and the payment of the Loan Purchase Price therefor, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement of the accrued and unpaid expenses of, and, to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(ii) Second, to the Servicer, if not OSHC or an Affiliate of OSHC, the Servicing Fee;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such each Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) Fifth, for distribution pursuant to the Indenture, any other from amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account.., (A) to, itself, the Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Note Insurer;
(ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Overcollateralization Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Imc Home Equity Loan Owner Trust 1997-8)
Flow of Funds. (i) The Trustee shall deposit to the Certificate Account with respect to each Mortgage Loan Group, without duplication, upon receipt, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Master Servicer.
(ii) On each Payment Date, after giving effect the Trustee shall transfer the Lower-Tier Group I Distribution Amount from the Certificate Account to (i) Borrowings on such day and the disbursements of the proceeds of such Borrowings, (ii) the purchase of Receivables and the payment of the Purchase Price for Receivables transferred pursuant hereto as reflected in the Amended and Restated Schedule of Receivables delivered on such day and Upper-Tier Group I Distribution Account.
(iii) any purchases or repurchases of Receivables by On each Payment Date, the Seller or Servicer pursuant Trustee shall transfer the Lower-Tier Group II Distribution Amount from the Certificate Account to the terms hereof Upper-Tier Group II Distribution Account.
(b) With respect to the Upper-Tier Group I Distribution Account on such day and the payment of the Loan Purchase Price thereforeach Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or disbursements from such Available Funds the Group I Interest Remittance Amount transferred thereto pursuant to subsection (a), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations or disbursements have occurred:
(i) First, to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trustee, the Indenture Trustee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee and the Custodian, in an amount not to exceed $500,000 in any calendar year, for the reimbursement portion of the accrued and unpaid expenses of, and, Trustee's Fee relating to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsGroup I;
(ii) Second, to the Servicer, if not OSHC or an Affiliate Owners of OSHCthe Class A Certificates related to Group I, the Servicing Feerelated Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Certificates without any priority among such Class A Certificates; provided, that if the Group I Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group I, the Group I Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group I pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward;
(iii) Third, for distribution pursuant to the Indenture, the Class A Current Interest;
(iv) Fourth, for distribution pursuant to the Indenture, (a) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are required to be repaid to prevent the existence of a Borrowing Base Deficiency after giving effect to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser extent of the Class A Note Principal Balance and the Available Funds remaining after giving effect to all prior distributions under this Section 3.2 on such Payment Date;
(v) FifthGroup I Interest Remittance Amount then remaining, for distribution pursuant to the Indenture, any other amounts then due and payable to the Owners of the Class A Notes under this Agreement, any Class A Note or the Note Purchase Agreement;
(vi) Sixth, after the Final Addition Date, for distribution pursuant to the Indenture, the Class A Note Principal Balance;
(vii) Seventh, to the Owner Trustee, the Indenture Trustee and the Custodian, to the extent not paid pursuant to clause "First", for the reimbursement of the fees and expenses of, and, to the extent not paid by the Seller, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, to the Certificate Distribution Account, the remainder or such lesser amount as the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have distributed to the Certificateholders; and
(xi) Eleventh, any remainder to remain on deposit in the Note Account..M-1
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-2)
Flow of Funds. On each Payment Date(a) The Indenture Trustee shall deposit in the Note Account without duplication, after giving effect to upon receipt, (i) Borrowings on such day and any Insured Payments from the disbursements of the proceeds of such BorrowingsPolicy Payment Account pursuant to Section 7.02(b) hereof, (ii) the purchase proceeds of Receivables and the payment any liquidation of the Purchase Price for Receivables transferred pursuant hereto as reflected in assets of the Amended and Restated Schedule of Receivables delivered on such day and Trust, (iii) any purchases or repurchases of Receivables by all remittances made to the Seller or Servicer Indenture Trustee pursuant to Section 4.08(d)(ii) and (iv) the terms hereof Monthly Remittance Amount.
(b) With respect to funds on such day and deposit in the payment of the Loan Purchase Price thereforNote Account, on each Payment Date, the Indenture Trustee shall withdraw Available Funds from the Note Account and make the following allocations or allocations, disbursements and transfers from such Available Funds amounts deposited therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations or allocations, transfers and disbursements have occurred:
(i) Firstfirst, on each Payment Date from amounts then on deposit in the Note Account, (A) to the Backup Servicer, the Backup Servicing Fee then due, and to the Owner Trusteeitself, the Indenture Trustee Fee and the Custodian, the related accrued and unpaid fees then due, and, to the Owner Trustee, the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Custodian, in an amount not to exceed $500,000 in any calendar year, Premium Amount for the reimbursement of the accrued and unpaid expenses of, and, such Payment Date shall be paid to the extent not paid by the Seller or the Servicer, amounts due under indemnification provisions to, the Owner Trustee, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative DocumentsNote Insurer;
(ii) Secondsecond, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the Servicersum of (x) the Total Monthly Excess Spread with respect to such Payment Date plus (y) any Overcollateralization Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority:
(A) first, such Total Monthly Excess Cashflow shall be allocated to the payment of the Principal Payment Amount pursuant to clause (b)(iv)(C) below (excluding any Overcollateralization Increase Amount) in an amount equal to the amount, if not OSHC or an Affiliate any, by which (x) the Principal Payment Amount (excluding any Overcollateralization Increase Amount) exceeds (y) the Available Funds (net of OSHCthe Current Interest and the Trust Fees and Expenses) and shall be paid as part of the Principal Payment Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and
(B) second, any portion of the Servicing Fee;Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the payment to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I).
(iii) Third, for distribution pursuant to the Indenturethird, the Class A Current Interest;
amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ivii) Fourth, above (the "Net Monthly Excess Cashflow" for distribution pursuant to the Indenture, (asuch Payment Date) if no Event of Default shall have occurred and be continuing, the principal amount of Class A Notes which are is required to be repaid applied in the following order of priority:
(A) first, such Net Monthly Excess Cashflow shall be used to prevent reduce to zero, through the existence of a Borrowing Base Deficiency after giving effect payment to all distributions under this Section 3.2 on such Payment Date and (b) if an Event of Default shall have occurred and be continuing, the lesser Owners of the Class A Note Notes of an Overcollateralization Increase Amount included in the Principal Balance and the Available Funds remaining after giving effect Payment Amount, which shall be retained pursuant to all prior distributions under this Section 3.2 on clause (b)(iv)(C) below, any Overcollateralization Deficiency Amount as of such Payment Date;
(vB) Fifthsecond, for distribution pursuant an amount equal to the Indenture, lesser of (i) any other amounts then due and payable to the Owners portion of the Class A Notes under this Agreement, any Class A Note or Net Monthly Excess Cashflow remaining after the Note Purchase Agreementapplications described in clause (A) and (ii) the Available Funds Cap Carry-Forward Amount for such Payment Date shall be deposited into the Available Funds Cap Carry-Forward Amount Account;
(viC) Sixththird, any Net Monthly Excess Cashflow remaining after the Final Addition Date, for distribution application described in clauses (A) and (B) above shall be allocated to the payment to the Servicer pursuant to clause (iv)(A)(II) below to the Indenture, the Class A Note Principal Balanceextent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances;
(viiiv) Seventhfourth, to following the Owner Trusteemaking by the Indenture Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Note Account, the Indenture Trustee and the Custodian, shall:
(A) distribute (I) to the extent not paid pursuant Note Insurer the amounts described in clause (b)(ii)(B) above and (II) to the Servicer the amounts described in clause "First"(b)(iii)(C) above;
(B) retain in the Note Account, the Current Interest (including the proceeds of any Insured Payments relating to interest made by the Note Insurer);
(C) retain in the Note Account, the Principal Payment Amount until the Note Principal Balance is reduced to zero (including the proceeds of any Insured Payments relating to principal made by the Note Insurer);
(D) distribute to the Indenture Trustee, for the reimbursement of expenses of the fees Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and expenses ofobligations hereunder; and
(v) fifth, and, to following the extent not paid making by the SellerIndenture Trustee of all allocations, the Servicer or any Subservicer, the payment of amounts due under indemnification provisions to, the Owner Trusteetransfers and disbursements described above, the Indenture Trustee and Custodian incurred in connection with their duties and obligations under the Operative Documents;
(viii) Eighth, for distribution pursuant to the Indenture, any amount which the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice to the Indenture Trustee, elects to have applied to reduce the principal amount of Class A Notes;
(ix) Ninth, to the Servicer, if OSHC, or an Affiliate of OSHC, the Servicing Fee;
(x) Tenth, shall distribute to the Certificate Distribution Account, the remainder or Residual Net Monthly Excess Cashflow, if any, for such lesser amount as Payment Date.
(c) On each Payment Date, the Issuer (acting at the direction of a majority of the Percentage Interests of the Certificates), by prior written notice Indenture Trustee shall distribute to the Indenture TrusteeOwners, elects to have distributed to the Certificateholders; and
(xi) Eleventhamount, any remainder to remain if any, then on deposit in the Available Funds Cap Carry-Forward Amount Account.
(d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the Notes on account of principal pursuant to clause (b)(iv)(C) shall not exceed the original Note Principal Balance.
(e) Upon receipt of Insured Payments from the Note Insurer on behalf of Owners of the Notes, the Indenture Trustee shall deposit such Insured Payments in the Policy Payments Account... On each Payment Date, pursuant to Section 7.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the Note Account and the Indenture Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 3.03(b), to the Owners of such Notes.
(f) The Indenture Trustee or Paying Agent shall (i) receive for each Owner of the Notes any Insured Payment from the Note Insurer and (ii) disburse the same to the Owners of the Notes as set forth in Section 3.03(b). Insured Payments disbursed by the Indenture Trustee or Paying Agent from proceeds of the Note Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Notes and the Note Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 3.03(b)(ii)(B) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Indenture Trustee that are different from or in addition to those expressly set forth in this Agreement.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Imc Home Equity Loan Owner Trust 1998-4)
