Payment and Distribution of the Settlement Fund Sample Clauses

Open Split View

Download

Share

Cite

Payment and Distribution of the Settlement Fund 

Sample 1

Save

Copy

Related to Payment and Distribution of the Settlement Fund

• Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

• Collection Account and Distribution Account (a) On behalf of the Trust Fund, the Servicer shall establish and maintain, or cause to be established and maintained, one or more accounts (each such account or accounts, a “Collection Account”), held in trust for the benefit of the Trust Fund and the Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit or cause to be deposited in the related clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than two Business Days after the Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the deposit of good funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the related Cut-off Date (other than in respect of principal or interest on the Mortgage Loans due on or before the related Cut-off Date, or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto): (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest (net of the Servicing Fee and excluding any Prepayment Interest Excess) on each Mortgage Loan; (iii) all Insurance Proceeds and Net Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Servicer in connection with a purchase of the Mortgage Loans and REO Properties pursuant to Section 9.01); (iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account; (v) any amounts required to be deposited by the Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy deductibles; (vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03, Section 3.16(c) or Section 9.01 and all Servicer Prepayment Premium Payment Amounts pursuant to Section 2.03(b)(ii); (vii) all Substitution Shortfall Amounts; and (viii) all Prepayment Premiums collected by the Servicer. For purposes of the immediately preceding sentence, the Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of substitution. The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, non sufficient funds fees, reconveyance fees, assumption fees and other similar fees and charges (other than Prepayment Premiums) need not be deposited by the Servicer in the Collection Account and shall, upon collection, belong to the Servicer as additional compensation for its servicing activities. In the event the Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. (b) On behalf of the Trust Fund, the Trustee shall establish and maintain one or more accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Trust Fund and the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Trustee in immediately available funds for deposit in the Distribution Account on or by 3:00 p.m. New York time on the Servicer Remittance Date, that portion of the Available Distribution Amount (calculated without regard to the references in clause (2) of the definition thereof to amounts that may be withdrawn from the Distribution Account) for the related Distribution Date then on deposit in the Collection Account, the amount of all Prepayment Premiums on the Mortgage Loans collected by the Servicer in connection with the voluntary Principal Prepayment in full or in part of any of the Mortgage Loans and any Servicer Prepayment Premium Payment Amounts then on deposit in the Collection Account (other than any such Prepayment Premiums received after the related Prepayment Period). If the Servicer fails to remit to the Trustee for distribution to the Certificateholders any payment, including any P&I Advance to be made by the Servicer on the Servicer Remittance Date (without regard to any grace period), the Servicer shall pay to the Trustee, for the account of the Trustee, interest on such late remittance from and including the Servicer Remittance Date to but excluding the date on which such remittance is made, at an annual rate equal to the Federal Funds Rate plus one percentage point (but in no event greater than the maximum permitted by law). (c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Servicer shall give notice to the Trustee and the Depositor of the location of the Collection Account maintained by it when established and prior to any change thereof. The Trustee shall give notice to the Servicer and the Depositor of the location of the Distribution Account when established and prior to any change thereof. (d) Funds held in a Collection Account at any time may be delivered by the Servicer to the Trustee for deposit in an account (which may be the Distribution Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of such Collection Account until the Servicer Remittance Date when such amounts are required to be deposited into the Distribution Account; provided, however, that the Trustee shall have the sole authority to withdraw any funds held pursuant to this subsection (d). In the event that the Servicer shall deliver to the Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Trustee withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Trustee from time to time for deposit and in any event shall remit all such amounts no later than the Servicer Remittance Date, and the Trustee shall so deposit, in the Distribution Account: (i) any P&I Advances, as required pursuant to Section 4.03; (ii) any amounts required to be deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property; (iii) any amounts to be paid by the Servicer in connection with a purchase of the Mortgage Loans and REO Properties pursuant to Section 9.01; and (iv) any related amounts required to be deposited pursuant to Section 3.24 in connection with any Compensating Interest.

• Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

• Withdrawals from the Collection Account and Distribution Account (a) The Master Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.04: (i) to remit to the Trustee for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted pursuant to the first sentence of Section 3.10(d); (ii) subject to Section 3.16(d), to reimburse the Master Servicer for (a) any unreimbursed Advances to the extent of amounts received which represent Late Collections (net of the related Servicing Fees) of Monthly Payments, Liquidation Proceeds and Insurance Proceeds on Mortgage Loans with respect to which such Advances were made in accordance with the provisions of Section 4.04; (b) any unreimbursed Advances with respect to the final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Master Servicer for such unreimbursed Advances; or (c) subject to Section 4.04(b), any unreimbursed Advances to the extent of funds held in the Collection Account for future distribution that were not included in Available Funds for the preceding Distribution Date; (iii) subject to Section 3.16(d), to pay the Master Servicer or any Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Late Collections, Liquidation Proceeds, Insurance Proceeds and condemnation proceeds received with respect to such Mortgage Loan, and (c) any Servicing Advances with respect to the final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Master Servicer or any Sub-Servicer for Servicing Advances; (iv) to pay to the Master Servicer as servicing compensation (in addition to the Servicing Fee) on the Master Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account; (v) to pay to the Originator, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be; (vi) to reimburse the Master Servicer for any Advance or Servicing Advance previously made which the Master Servicer has determined to be a Nonrecoverable Advance in accordance with the provisions of Section 4.04; (vii) to pay, or to reimburse the Master Servicer for Servicing Advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b); (viii) to reimburse the Master Servicer for expenses incurred by or reimbursable to the Master Servicer pursuant to Section 6.03; (ix) to reimburse the NIMS Insurer, the Master Servicer (if the Master Servicer is not an Affiliate of the Originator) or the Trustee, as the case may be, for enforcement expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 of this Agreement that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;

• LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

• Payments and Distributions (a) On each Determination Date, the Servicer shall calculate: (i) the Available Collections and the amounts to be paid to Noteholders of each Class and the Certificateholder pursuant to Section 5.06(b) or 5.06(c), as the case may be; (ii) the amount, if any, to be withdrawn from or required to be deposited into the Reserve Account; and (iii) all other distributions, deposits and withdrawals to be made on the related Payment Date. (b) Subject to Section 5.06(c), on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period and available therefore as Available Collections: (i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods); (ii) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, in an aggregate amount not to exceed $300,000 in any calendar year; (iii) on a pro rata basis (based on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall; (iv) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero and (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero, an amount equal to the First Priority Principal Distribution Amount; (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; (vi) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A‑2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Second Priority Principal Distribution Amount; (vii) to the Reserve Account, if the amount on deposit in the Reserve Account is less than the related Specified Reserve Account Balance on such Payment Date, the amount necessary to cause the balance of funds therein to equal the Specified Reserve Account Balance; (viii) sequentially, (i) to Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, (ii), to the Class A-2a Notes and the Class A-2b Notes, pro rata, based on the outstanding principal amounts of each of those classes of notes, until the principal amount of each such note is reduced to zero, (iii) to the Class A‑3 Notes until the principal amount of the Class A‑3 Notes is reduced to zero, (iv) to the Class A‑4 Notes until the principal amount of the Class A‑4 Notes is reduced to zero and (v) to the Class B Notes, until the principal amount of the Class B Notes is reduced to zero, an amount equal to the Regular Principal Distribution Amount; (ix) on a pro rata basis (based on amounts due and payable to each party), to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification then due and payable to each such party in accordance with the terms of the Basic Documents and not paid in clause (ii) above; and (x) to the Certificateholder, any remaining amounts. (c) Notwithstanding the provisions of Section 5.06(b), after an Event of Default occurs that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trustee shall make the following payments and distributions from the Collection Account (after payment of the Supplemental Servicing Fee to the Servicer, to the extent not previously retained by the Servicer) in the following order of priority and in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided, however, that such payments and distributions shall be made only from Available Collections deposited in the Collection Account for the related Collection Period: (i) to the Servicer, the Basic Servicing Fee (including any unpaid Basic Servicing Fees from one or more prior Collection Periods); (ii) to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer, the Trustee and Reviewer Fees and any expenses and indemnification amounts then due and payable to each such party in accordance with the terms of the Basic Documents, on a pro rata basis (based on amounts due and payable to each party); (iii) to the Holders of the Class A Notes (pro rata based, on the amounts distributable pursuant to this clause to each such class of the Class A Notes), to the Holders of the Class A‑1 Notes, the Class A‑1 Interest Distributable Amount and any outstanding Class A‑1 Interest Carryover Shortfall, to the Holders of the Class A‑2a Notes, the Class A‑2a Interest Distributable Amount and any outstanding Class A‑2a Interest Carryover Shortfall, to the Holders of the Class A‑2b Notes, the Class A‑2b Interest Distributable Amount and any outstanding Class A‑2b Interest Carryover Shortfall, to the Holders of the Class A‑3 Notes, the Class A‑3 Interest Distributable Amount and any outstanding Class A‑3 Interest Carryover Shortfall and to the Holders of the Class A‑4 Notes, the Class A‑4 Interest Distributable Amount and any outstanding Class A‑4 Interest Carryover Shortfall; (iv) to the Holders of the Class A‑1 Notes until the principal amount of the Class A-1 Notes is reduced to zero, and second, to the Holders of the Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes, on a pro rata basis (based on the Outstanding Amount of each such Class of Notes), until the principal amount of each such Class of Notes is reduced to zero; (v) to the Holders of the Class B Notes, the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; (vi) to the Holders of the Class B Notes, until the principal amount of the Class B Notes is reduced to zero; and (vii) to the Certificateholder, any remaining funds. (d) For purposes of determining whether an Event of Default pursuant to Section 5.01(b) of the Indenture has occurred on the Final Scheduled Payment Date or the Redemption Date for a Class of Notes, (i) the Class A-1 Notes are required to be paid in full on or before the Class A‑1 Final Scheduled Payment Date, meaning that Holders of Class A‑1 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑1 Initial Principal Balance together with all interest accrued thereon through such date; (ii) the Class A‑2a Notes are required to be paid in full on or before the Class A‑2a Final Scheduled Payment Date, meaning that Holders of Class A‑2a Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2a Initial Principal Balance together with all interest accrued thereon through such date, (iii) the Class A‑2b Notes are required to be paid in full on or before the Class A‑2b Final Scheduled Payment Date, meaning that Holders of Class A‑2b Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑2b Initial Principal Balance together with all interest accrued thereon through such date, (iv) the Class A‑3 Notes are required to be paid in full on or before the Class A‑3 Final Scheduled Payment Date, meaning that Holders of Class A‑3 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑3 Initial Principal Balance together with all interest accrued thereon through such date; (v) the Class A‑4 Notes are required to be paid in full on or before the Class A‑4 Final Scheduled Payment Date, meaning that Holders of Class A‑4 Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class A‑4 Initial Principal Balance together with all interest accrued thereon through such date; and (vi) the Class B Notes are required to be paid in full on or before the Class B Final Scheduled Payment Date, meaning that Holders of Class B Notes are entitled to have received on or before such date payments in respect of principal in an aggregate amount equal to the Class B Initial Principal Balance together with all interest accrued thereon through such date. (e) Except with respect to the final payment upon retirement of a Note or Certificate, the Servicer shall on each Payment Date instruct the Indenture Trustee to pay or distribute to each Securityholder of record on the related Record Date by check mailed to such Securityholder at the address of such Holder appearing in the Note Register, or herein (in the case of the Certificate) (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be paid or distributed to such Securityholder pursuant to such Holder’s Note or Certificate. With respect to the final payment upon retirement of a Note or of the Certificate, the Servicer shall on the relevant final Payment Date instruct the Indenture Trustee to pay or distribute the amounts due thereon only upon delivery for cancellation of the certificate representing such Note or Certificate in accordance with the Indenture or the Trust Agreement, as the case may be. (f) The rights of the Certificateholder to receive distributions in respect of the Certificate shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes, to the extent provided in this Agreement and the other Basic Documents.

• Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.

• Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

• Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

• Investment of Funds in the Collection Account and the Distribution Account (a) The Master Servicer may direct any depository institution maintaining the Collection Account and any REO Account (for purposes of this Section 3.12, an “Investment Account”), and the Trustee, in its individual capacity, may direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.12, the Distribution Account is also an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such), or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and any REO Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee shall: