Merchant Reserve Account Sample Clauses

Merchant Reserve Account. MAS may require Merchant to fund a reserve account for all future indebtedness of Merchant to MAS that may arise out of or relate to the obligations of Merchant under this Agreement (“Merchant Reserve Account”), including, but not limited to, Chargebacks and fees. Specific examples include, but are not limited to: (a) Merchant engages in any charge processing that creates an overcharge to a Cardholder by duplicating charges; (b) any activity designed by Merchant to circumvent a “call center” message when attempting to process a transaction; (c) any equipment cancellation fees; (d) Merchant breaches this Agreement, violates any representation, covenant or warranty herein, violates any applicable Card Association rule or applicable law; (e) the Addendum is in any way inaccurate or becomes inaccurate subsequent to MAS’s approval thereof; (f) Merchant changes its type of business stated in the Addendum without MAS’s prior written approval, which may be withheld for any reason; (g) fraud or Merchant processes an unauthorized charge, or other action that violates MAS’s applicable risk management standards or is likely to cause a loss; (h) Merchant has Chargebacks exceeding 1% of the total number of transactions completed by Merchant in any 30 calendar day period or shorter time period based on Merchant’s processing history; (i) excessive numbers of requests from consumers or issuing banks to retrieve documentation; (j) Merchant’s financial stability is in question or Merchant ceases doing business; (k) Merchant terminates this Agreement or (l) and any outstanding charges, losses or amounts for which Merchant is liable under this Agreement. Merchant shall have no right or ability to access, withdraw or transfer funds from the Merchant Reserve Account. Furthermore, Merchant authorizes MAS to monitor from time to time the Merchant Reserve Account to determine its adequacy and MAS may require Merchant to deposit additional amounts based upon Merchant’s processing history and/or anticipated risk of loss to MAS into the Reserve Account, the additional amounts of which shall be in MAS’s sole discretion. Further, MAS may fund the Merchant Reserve Account by deduction from payments due Merchant. The initial amount of the Merchant Reserve Account is provided for in the Addendum. The Merchant Reserve Account will be maintained for a minimum of 180 days after the later of the termination date of this Agreement or the date on which the last Chargeback is received or until su...
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Merchant Reserve Account. EVERTEC may require, as a term of each Merchant Agreement, that a Merchant fund a Merchant Reserve Account. The parties agree that all right, title and interest with respect to the Merchant Reserve Account shall be owned by EVERTEC, subject to such rights relative to repayment of certain amounts held in the Merchant Reserve Account as are granted, if any, pursuant to the terms of the relevant Merchant Agreement, and subject to BPPR’s right to indemnity and under the terms of each such Merchant Agreement. For the avoidance of doubt, the parties hereby agree that EVERTEC and, if allowed pursuant to the terms of any Merchant Agreement, BPPR shall have full access to any Merchant Reserve Account, including the ability to withdraw funds therefrom.
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Merchant Reserve Account. MAS may, at any time, require Merchant to fund a reserve account for all current and future indebtedness of Merchant to MAS that may arise out of or relate to the obligations of Merchant under this Agreement (the “Merchant Reserve Account”), including, but not limited to, Chargebacks and fees. Specific examples include, but are not limited to: (a) Merchant engages in any charge processing that creates an overcharge to a Cardholder by duplicating charges; (b) any activity designed by Merchant to circumvent a “call center” message when attempting to process a transaction;
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Merchant Reserve Account. The Company will also retain the right to establish and fund an account (the “Merchant Reserve Account”) at WFB for retaining collateral withheld from Merchants’ sales transactions at all times during the terms of this Agreement and for up to six (6) months following any termination of the Agreement or for such longer period of time as is consistent with WFB’s liability for Transactions in accordance with Payment Company Rules; provided, however, that if the BINs and/or ICA’s are transferred to another financial institution that replaces the services provided by WFB hereunder, and the parties are able to negotiate a mutually acceptable assignment and assumption agreement that sets forth the terms and conditions of such transfer, the applicable Merchant Reserve Accounts will transfer in accordance with such assignment and assumption agreement. The Merchant Reserve Account balance shall be the amount of funds determined by Company that are sufficient to secure the risk associated with such Merchant, based on such Merchant’s risk profile. The applicable percentage for each category of Merchant shall be as stated in the Credit Policy, including adjustments.
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Merchant Reserve Account. Processor may require Merchant and/or Guarantor to immediately establish a Reserve Account against current and future indebtedness when Processor suspects fraudulent, improper, suspi¬cious, or other out of the ordinary activity and/or in the event Processor deems merchant to be financially insecure, in Processor’s sole discretion. Failure of Merchant and/or Guarantor to fund the reserve can result in immediate cancellation of this Agreement, suit for specific enforcement, and/or damages. Merchant and/or Guarantor agree that Processor may deduct at any time any amount owed Processor pursuant to this Agreement from the Reserve Account, the designated deposit account and other applicable accounts or funds. At the time of such deduction or establishment of a reserve, any amounts shall be deemed the property of Processor. Any reserve will be held by Processor for a period of time as is consistent with Processor’s liability for in¬debtedness purchased from Merchant and/or Guarantor under applicable MASTERCARD, VISA and DISCOVER Card regulations. Processor shall be entitled to charge Merchant and/or Guarantor a per transaction fee for any chargeback, suspected fraudulent transaction or other transactions subject to a reserve account. Processor shall also be entitled to collect and be reimbursed for any out of pocket expenses including the costs of personnel associated with the collection of any chargeback and administration of any transaction subject to fraudulent, improper, suspicious, or out of the ordinary characteristics. In the event Processor suspects fraud or improper, suspicious, or out of the ordinary activ¬ity, and/or in the event Processor deems merchant to be financially insecure, in Processor’s sole discretion, Processor may immediately estimate the amount of the potential losses, fees, and costs and require Merchant and/or Guarantor to establish a reserve account for the full amount of the estimate. Payment of the reserve estimate shall be immediate. In the event Merchant and/or Guarantor fails to establish the reserve account and/or funds available to Processor are inadequate to meet the estimate of Processor, after thirty (30) days Processor may charge interest at the highest lawful rate on any amount requested which results in a chargeback and for which the reserve was inadequate to cover such chargeback. In no event shall Processor charge interest in excess of the applicable maximum lawful rate. In the event that any amount of interest charged s...
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Merchant Reserve Account. EVERTEC may require, as a term of each Merchant Agreement, that a Merchant provide funds to a deposit account, which in all cases must be maintained at BPPR, for the deposit of funds received from Merchants pursuant to their respective Merchant Agreements as collateral against losses (i.e., reserves) (the “Merchant Reserve Account”). Funds received from multiple Merchants may be deposited and commingled within a single Merchant Reserve Account solely to the extent permitted by the relevant Merchant Agreements. EVERTEC shall maintain and implement Industry Standard controls with respect to any commingling of funds received from multiple Merchants, including by ensuring that the Merchant Reserve Account is adequately funded and controlling the disbursements of funds to Merchants. The parties agree that all right, title and interest with respect to the Merchant Reserve Account(s) shall be owned by EVERTEC, subject to such rights relative to repayment of certain amounts held in the Merchant Reserve Account(s) as are granted, if any, pursuant to the terms of the relevant Merchant Agreement, and subject to BPPR’s right to indemnity under the terms of each such Merchant Agreement (if any) and Section 2.13. For the avoidance of doubt, the parties hereby agree that EVERTEC shall have full access to any Merchant Reserve Account, including the ability to withdraw funds therefrom. EVERTEC may require that such funds held as collateral by EVERTEC pursuant to their respective Merchant Agreements can be deposited in the Operating Account or Hold Account.
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Merchant Reserve Account. Bank may require Merchant to fund a reserve account at Bank (“Merchant Reserve Account”) for all future indebtedness of Merchant to Bank
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Merchant Reserve Account. MAS may, at any time, require Merchant to fund a reserve account for all future indebtedness of Merchant to MAS that may arise out of or relate to the obligations of Merchant under this Agreement (the “Merchant Reserve Account”), including, but not limited to, Chargebacks and fees. Specific examples include, but are not limited to: (a) Merchant engages in any charge processing that creates an overcharge to a Cardholder by duplicating charges; (b) any activity designed by Merchant to circumvent a “call center” message when attempting to process a transaction; (c) any equipment cancellation fees; (d) Merchant breaches this Agreement, violates any representation, covenant or warranty herein, violates any applicable Card Association rule or applicable law; (e) the Addendum is in any way inaccurate or becomes inaccurate subsequent to MAS’ approval thereof; (f) Merchant changes its type of business stated in the Addendum without MAS’ prior written approval, which may be withheld for any reason; (g) fraud or Merchant processes an unauthorized charge, or other action that violates MAS’ applicable risk management standards or is likely to cause a loss; (h)
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Related to Merchant Reserve Account

  • Reserve Accounts All unexpended funds in project reserve accounts shall remain with the project to be used for the benefit of the property and/or its residents.

  • Interest Reserve Account The Certificate Administrator shall establish and maintain the Interest Reserve Account in the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring in January (except during a leap year) or February (commencing in 2018) (unless, in either such case, the related Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2018), the Certificate Administrator shall transfer to the Lower-Tier REMIC Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.

  • Reserve Account (i) On the Closing Date, the Seller shall deposit the Specified Reserve Balance into the Reserve Account. Amounts held from time to time in the Reserve Account shall be held by the Trust Collateral Agent for the benefit of the Noteholders. (ii) The Seller may, from time to time after the date hereof, request each Rating Agency to approve a formula for determining the Specified Reserve Balance that is different from the formula set forth herein, which may result in a decrease in the amount of the Specified Reserve Balance or change the manner by which the Reserve Account is funded. Notwithstanding any other provision of this Agreement, if each Rating Agency then rating the Notes notifies the Seller (who shall send such notification to the Trust Collateral Agent) in writing that the use of any such new formula, and any decrease in the amount of the Specified Reserve Balance or change in the manner by which the Reserve Account is funded, will not result in the qualification, reduction or withdrawal of its then current rating of the Notes then the Specified Reserve Balance will be determined in accordance with such new formula and this Agreement will be amended to reflect such new formula without the consent of any Noteholder. (iii) On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) (A) if the amount on deposit in the Reserve Account (without taking into account any amount on deposit in the Reserve Account representing net investment earnings) is less than the Specified Reserve Balance, in which case the Trust Collateral Agent shall, after payment of any amounts required to be distributed pursuant to clauses (i) through (xviii) of Section 5.7(a) deposit in the Reserve Account the Reserve Account Deposit Amount pursuant to Section 5.7(a)(xix), and (B) if the amount on deposit in the Reserve Account, after giving effect to all other deposits thereto and withdrawals therefrom to be made on such Distribution Date is greater than the Specified Reserve Balance, in which case the Trust Collateral Agent shall distribute the amount of such excess as part of Available Funds on such Distribution Date. (b) On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) to withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such amounts in the Collection Account to be included as Total Available Funds for that Distribution Date. (c) Amounts properly transferred to the Certificate Distribution Account for payment to the Certificateholder pursuant to this Agreement shall not be available to the Trust Collateral Agent or the Trust for the purpose of making deposits to the Reserve Account, or making payments to the Noteholders, nor shall the Certificateholder be required to refund any amount properly received by them.

  • Debt Service Reserve Account Borrower shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents.

  • Reserve Account Draw Amount On or before two Business Days before a Payment Date, the Servicer will calculate the Reserve Account Draw Amount for the Payment Date and will direct the Indenture Trustee to withdraw from the Reserve Account and deposit the Reserve Account Draw Amount into the Collection Account on or before the Payment Date.

  • Balance in the Replacement Reserve Account The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

  • Replacement Reserve Fund Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

  • Disbursements from Replacement Reserve Account (a) Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or for costs which are to be reimbursed from the Required Repair Fund (if any). (b) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 7.3.2, disburse to Borrower amounts from the Replacement Reserve Account necessary to pay for the actual approved costs of Replacements or to reimburse Borrower therefor, upon completion of such Replacements (or, upon partial completion in the case of Replacements made pursuant to Section 7.3.2(f)) as determined by Lender. In no event shall Lender be obligated to disburse funds from the Replacement Reserve Account if a Default or an Event of Default exists. (c) Each request for disbursement from the Replacement Reserve Account shall be in a form specified or approved by Lender and shall specify (i) the specific Replacements for which the disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement includes the purchase or replacement of specific items, (iii) the price of all materials (grouped by type or category) used in any Replacement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement for which such request for disbursement is made. With each request Borrower shall certify that all Replacements have been made in accordance with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the Property to which the Replacements are being provided and, unless Lender has agreed to issue joint checks as described below, each request shall include evidence of payment of all such amounts. Each request for disbursement shall include copies of invoices for all items or materials purchased and all contracted labor or services provided. Except as provided in Section 7.3.2(e), each request for disbursement from the Replacement Reserve Account shall be made only after completion of the Replacement for which disbursement is requested. Borrower shall provide Lender evidence of completion satisfactory to Lender in its reasonable judgment. (d) Borrower shall pay all invoices in connection with the Replacements with respect to which a disbursement is requested prior to submitting such request for disbursement from the Replacement Reserve Account or, at the request of Borrower, Lender will issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with a Replacement. In the case of payments made by joint check, Lender may require a waiver of lien from each Person receiving payment prior to Lender's disbursement from the Replacement Reserve Account. In addition, as a condition to any disbursement, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who receives payment in an amount equal to or greater than $100,000 for completion of its work or delivery of its materials. Any lien waiver delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, in the event that payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request). (e) If (i) the cost of a Replacement exceeds $100,000, (ii) the contractor performing such Replacement requires periodic payments pursuant to terms of a written contract, and (iii) Lender has approved in writing in advance such periodic payments, a request for reimbursement from the Replacement Reserve Account may be made after completion of a portion of the work under such contract, provided (A) such contract requires payment upon completion of such portion of the work, (B) the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (C) all other conditions in this Agreement for disbursement have been satisfied, (D) funds remaining in the Replacement Reserve Account are, in Lender's judgment, sufficient to complete such Replacement and other Replacements when required, and (E) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. (f) Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar month and (except in connection with the final disbursement) the total cost of all Replacements in any request shall not be less than $5,000.00.

  • Targeted Deposits to the Accumulation Reserve Account The deposit targeted to be made to the Accumulation Reserve Subaccount for the Class A( - ) Notes for any Due Period during the Accumulation Reserve Funding Period will be an amount equal to the Targeted Accumulation Reserve Subaccount Deposit minus any amount on deposit in the Accumulation Reserve Subaccount for the Class A( - ) Notes.]

  • Net WAC Rate Carryover Reserve Account (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, "Net WAC Rate Carryover Reserve Account, [_______________], as Trustee, in trust for the registered holders of [_______________], New Century Home Equity Loan Trust, Series 200_-__, Asset Backed Pass-Through Certificates." The amount on deposit in the Net WAC Rate Carryover Reserve Account will consist of any amounts deposited into the Net WAC Rate Carryover Reserve Account pursuant to Section 4.01(a)(4). All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Offered Certificates in the manner set forth in Section 4.01(a)(4). (b) On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Offered Certificates, the Trustee has been directed by the Class CE-1 Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(a)(4), rather than distributing such amounts to the Class CE-1 Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Offered Certificates, and will distribute such amounts to the Holders of the Offered Certificates in the amounts and priorities set forth in Section 4.01(a). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Offered Certificates for such Distribution Date, shall be payable to the Trustee. (c) For federal and state income tax purposes, the Class CE-1 Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account and all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holders of the Class CE-1 Interset and by the Class CE-1 Interest to the Class CE-1 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Offered Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Class CE-1 Certificateholders or their designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Offered Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).

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