Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.
Certificate Distribution Account The Certificate Distribution Account shall be established as a non-interest bearing trust account pursuant to Section 4.1 of the Sale and Servicing Agreement. Funds on deposit in the Certificate Distribution Account shall be held uninvested. The Certificateholders shall possess all beneficial right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and all proceeds thereof. Except as otherwise provided herein, in the Indenture or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Certificate Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Servicer on behalf of the Issuer, shall, within ten (10) Business Days (or such longer period) after becoming aware of the fact, establish a new Certificate Distribution Account as an Eligible Account and shall direct the Certificate Paying Agent to transfer any cash then on deposit in the Certificate Distribution Account to such new Certificate Distribution Account.
Distribution Date 13 DTC...........................................................................................13
Final Distribution The Issuer shall give the Indenture Trustee at least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or Tranche may surrender their Notes for payment of the final distribution on and cancellation of such Notes. Not later than the fifth day of the month in which the final distribution in respect of such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series, Class or Tranche at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Notes at the office or offices therein specified (which, in the case of Bearer Notes, shall be outside the United States). The Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time such notice is given to Noteholders.
(a) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that all such Noteholders shall not surrender their Notes for cancellation within 6 months after the date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Notes, shall be outside the United States). If within one year after the second notice all such Notes shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the benefit of such Noteholders. The Indenture Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Noteholders entitled to the money must look to the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person.
Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.
Trust Accounts Distributions Statements to Noteholders SECTION 5.1. Establishment of Trust Accounts...............................43 SECTION 5.2. Pre-Funding Period Reserve Account............................47 SECTION 5.3. Certain Reimbursements to the Servicer........................48 SECTION 5.4. Application of Collections....................................48 SECTION 5.5. Withdrawals from Series 1997-1 Spread Account.................48 SECTION 5.6. Additional Deposits...........................................49 SECTION 5.7. Distributions.................................................49 SECTION 5.8. Note Distribution Account.....................................52 SECTION 5.9. Pre-Funding Account...........................................53 SECTION 5.10. Statements to Noteholders....................................53 SECTION 5.11. Optional Deposits by the Insurer.............................54
Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.
Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:
Distributions from the Certificate Account (a) On each Distribution Date the Trustee shall withdraw from the Certificate Account the Total Distribution Amount for such date, shall allocate such amount to the interests issued in respect of the Trust Fund and shall distribute such amount as specified in this Section.
(b) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for such date in the following order of priority:
(i) to the Senior Certificates, pro rata, Accrued Certificate Interest for such Class and such Distribution Date, plus any unpaid Accrued Certificate Interest remaining unpaid from any prior Distribution Date;
(ii) to the Class M-1 Certificates, Accrued Certificate Interest for such Class and such Distribution Date, plus any unpaid Accrued Certificate Interest remaining unpaid from any prior Distribution Date;
(iii) to the Class M-2 Certificates, Accrued Certificate Interest for such Class and such Distribution Date, plus any unpaid Accrued Certificate Interest remaining unpaid from any prior Distribution Date;
(iv) to the Class M-3 Certificates, Accrued Certificate Interest for such Class and such Distribution Date, plus any unpaid Accrued Certificate Interest remaining unpaid from any prior Distribution Date;
(v) to the Class B-1 Certificates, Accrued Certificate Interest for such Class and such Distribution Date, plus any unpaid Accrued Certificate Interest remaining unpaid from any prior Distribution Date;
(vi) to the Class B-2 Certificates, Accrued Certificate Interest for such Class and such Distribution Date, plus any unpaid Accrued Certificate Interest remaining unpaid from any prior Distribution Date;
(vii) to the Class B-3 Certificates, Accrued Certificate Interest for such Class and such Distribution Date, plus any unpaid Accrued Certificate Interest remaining unpaid from any prior Distribution Date; and
(viii) any remaining Interest Remittance Amount to the Class R Certificates.
(c) On each Distribution Date, the Trustee shall distribute the Principal Remittance Amount for such date as follows:
(i) to the holders of the Class R Certificates and Class A Certificates, in that order, to the extent of the Principal Remittance Amount, the Senior Principal Distribution Amount, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero;
(ii) to the holders of the Class M-1 Certificates, to the extent of the portion of the Principal Remittance Amount remaining after the distribution in clause (i) above, the Class M-1 Principal Distribution Amount, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero;
(iii) to the holders of the Class M-2 Certificates, to the extent of the portion of the Principal Remittance Amount remaining after distributions in clauses (i) and (ii) above, the Class M-2 Principal Distribution Amount, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero;
(iv) to the holders of the Class M-3 Certificates, to the extent of the portion of the Principal Remittance Amount remaining after distributions in clauses (i) through (iii) above, the Class M-3 Principal Distribution Amount, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero;
(v) to the holders of the Class B-1 Certificates, to the extent of the portion of the Principal Remittance Amount remaining after the distributions in clauses (i) through (iv) above, the Class B-1 Principal Distribution Amount, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero;
(vi) to the holders of the Class B-2 Certificates, to the extent of the portion of the Principal Remittance Amount remaining after the distributions in clauses (i) through (v) above, the Class B-2 Principal Distribution Amount, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and
(vii) to the holders of the Class B-2, Class B-1, Class M-3, Class M-2, Class M-1, Class A and Class B-3 Certificates, in that order, the Principal Remittance Amount remaining after the distributions in clauses (i) through (vi) above, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero; and
(viii) to the holders of the Class R Certificates. Notwithstanding the foregoing, on any Distribution Date on which the Class Principal Amount of each Class of Certificates having a higher priority of distribution has been reduced to zero, any remaining Principal Remittance Amount will be distributed to the remaining Certificates in the order of priority set forth above until the Class Principal Amount of each such Class has been reduced to zero.
(d) On or prior to each Determination Date, the Master Servicer shall determine the amount of any Deferred Interest in respect of each Mortgage Loan that occurred during the immediately preceding calendar month and provide such information to the Trustee pursuant to Section 3.20. With respect to any Distribution Date, the aggregate amount of Deferred Interest, if any, that is added to the Scheduled Principal Balance of the Mortgage Loans on the Due Date occurring in the month in which such Distribution Date occurs will be added to the Current Principal Amounts of the Certificates on a pro rata basis based on a fraction, the numerator of which is the Current Principal Amount of each such Class and the denominator of which is the aggregate Current Principal Amount of such Classes of Certificates, in each case immediately prior to such Distribution Date. Deferred Interest allocated to any Certificate on any Distribution Date will be added to the Current Principal Amount thereof on such Distribution Date and will thereafter bear interest at the then applicable Pass-Through Rate.
Permitted Withdrawals from the Certificate Account and the Distribution Account The Master Servicer may, from time to time, make withdrawals from the Certificate Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
