Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority: (i) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement); (ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below; (iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero; (iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero; (v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement); (vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero; (vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and (viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates; (b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder. (c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period. (d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis. (e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code. (f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero. (g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify: (i) that the Record Date otherwise applicable to such Payment Date is not applicable; (ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and (iii) the amount of any such final payment, if known.
Appears in 2 contracts
Samples: Indenture (Home Loan Trust 2006-Hi2), Indenture (Home Loan Trust 2006-Hi2)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges)Account, the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 2 contracts
Samples: Indenture (Home Loan Trust 2006-Hi4), Indenture (Home Loan Trust 2006-Hi3)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges)Account, the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;; provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (v) above until all Insured Payments that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full and (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii). In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date.
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 2 contracts
Samples: Indenture (Home Loan Trust 2006-Hi5), Indenture (Residential Funding Mortgage Securities Ii Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account resulting from Interest Collections and Principal Collections with respect to the Mortgage Loans (other than amounts deposited constituting prepayment chargesafter the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07 or paid to the Depositor pursuant to Section 5.03 of the Sale and Servicing Agreement), minus the Paying Agent shall pay Indenture Trustee Fee payable to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder Indenture Trustee for such Payment Date and to other Persons the amounts to which they are entitled, as set forth in the statements delivered any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 4.01 of 6.07, the Servicing Agreement, as set forth below Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Report to Noteholders: first, to pay the accrued and unpaid interest due on the Note Balances (or Variable Funding Balance in the case of the Variable Funding Notes) of the Notes and the notional balance of the Class [A-IO] Notes at their respective Note Rates, in the following order:
(iA) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, Senior Notes on a pro rata basis, based on basis in accordance with the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowaccrued interest due thereon;
(iiiB) to the Noteholders Class M-1 notes;
(C) to the Class M-2 notes;
(D) to the Class B-1 notes; and
(E) to the Class B-2 notes; second, to pay as principal on the Notes (other than the Class [A-IO] Notes), in an amount equal to the Principal Collection Payment Amount for such Payment DateDistribution Amount, in the following order:
(A) to the Senior Notes, in the order described specified in Section 3.05(f3.26(a) belowand (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance;
(B) to the Class M-1 Notes, until the Note Balances Balance thereof have has been reduced to zerothe Class M-1 Optimal Balance;
(ivC) to the Noteholders Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Balance;
(D) to the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Balance;
(E) to the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Balance; third, to pay as principal on the Senior Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described specified in Section 3.05(f3.26(a) belowand (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount; fourth, to pay as principal on the Class M-1 Notes, until the Note Balances Balance thereof have has been reduced to zero;
(v) the Class M-1 Optimal Balance, an amount equal to the Credit EnhancerLiquidation Loss Distribution Amount, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) extent not distributed to the Noteholders holders of the Senior Notes under clause third above; fifth, to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clause third and fourth above respectively; sixth, to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes, the Reserve Increase Amount for such Payment DateClass M-1 Notes or the Class M-2 Notes under clauses third, fourth and fifth above, respectively; seventh, to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes, the Class M-1 Notes, the Class M-2 Notes or the Class B-1 Notes under clauses third, fourth, fifth and sixth above, respectively; eighth, to pay as principal on the Senior Notes, in the order described specified in Section 3.05(f3.26(a) belowand (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount); ninth, to pay as principal on the Class M-1 Notes, until the Note Balances Balance thereof have has been reduced to zerothe Class M-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clause eighth above), to the extent not distributed to the holders of the Senior Notes under clause eighth above; tenth, to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth or ninth above), to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clauses eighth or ninth above respectively; eleventh, to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth, ninth or tenth above), to the extent not distributed to the holders of the Senior Notes, the Class M-1 Notes or the Class M-2 Notes under clauses eighth, ninth or tenth above; twelfth, to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth, ninth, tenth or eleventh above), to the extent not distributed to the holders of the Senior Notes, the Class M Notes, or the Class B-1 Notes under clauses eighth, ninth, tenth or eleventh above; thirteenth, to pay the Indenture Trustee, the Administrator, the Servicer and the Owner Trustee any unpaid expenses and other reimbursable amounts owed to them; fourteenth, to pay any unpaid Interest Carry-Forward Amounts, together with interest thereon, in the following order:
(A) to the Senior Notes on a pro rata basis in accordance with the amount of any unpaid Interest Carry-Forward Amounts;
(viiB) to the Credit Enhancer, any other amounts owed Class M-1 Notes;
(C) to the Credit Enhancer pursuant Class M-2 Notes;
(D) to the Insurance AgreementClass B-1 Notes; and
(viiiE) to the Class B-2 Notes; and fifteenth, any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
Non-Offered Subordinate Notes and the Certificates in the proportions and priorities set forth in Section 3.26(d). provided, however, that the foregoing is also subject to the allocation rules and priorities set forth in Sections 3.26 and 3.28. Notwithstanding the foregoing, on the applicable Legal Final Payment Date of the Offered Notes (bother than the [Class A-IO Notes]) On each and the Variable Funding Notes, the amounts to be paid pursuant to clause second above shall be equal to the sum of the Offered Note Balance of the applicable Class or Classes of Offered Notes and the Variable Funding Balance of the Variable Funding Notes immediately prior to such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the payment of any tax that is legally owed by the Issuing Entity; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Certificate Paying Agent shall deposit Indenture Trustee may in the Certificate Distribution Account all its sole discretion withhold such amounts it received pursuant to in accordance with this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paragraph. Amounts paid to Noteholders shall be paid to in respect of the Offered Notes, the Variable Funding Notes or the Non-Offered Subordinate Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record Date, Date by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, or by check or money order mailed to the address of such Noteholder mailed to such Holder's address as it appears reflected in the Note Register Register, in the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's SecuritiesNotes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note (other than the Class [A-IO] Notes) shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1, A-2, A-3, and A-4. All principal payments on the Offered Notes axx xxx Xxxxxxle Funding Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment DateIssuing Entity, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 2 contracts
Samples: Indenture (Bear Stearns Asset Backed Securities I LLC), Indenture (Bear Stearns Asset Backed Securities I LLC)
Payment of Principal and Interest; Defaulted Interest. (a) (I) On each Payment Date from amounts on deposit in the Payment Account with respect to the Group I Loans (other than amounts deposited constituting in the nature of prepayment charges), the Paying Agent shall pay to the Class I Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-I Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Credit EnhancerClass I Noteholders, on a pro rata basis in accordance with their respective Interest Distribution Amounts, the Premium Interest Distribution Amount for each Class of the Credit Enhancement Instrument, plus any unpaid Premium from any prior Class I Notes for such Payment Date (with interest thereon as provided in the Insurance Agreement)Date;
(ii) second, to the Class I Noteholders, Accrued Note Interest as principal on the Class I Notes, the Principal Collection Distribution Amount for such Payment Date, on a pro rata basis, based on Date to be allocated to the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto Class I Notes as provided described in Section 3.05(d3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(iii) third, to the Noteholders Class I Noteholders, as principal on the Class I Notes, the Principal Collection Payment Liquidation Loss Distribution Amount with respect to the Group I Loans for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(iv) fourth, to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Amount amount of the premium for such Payment Datethe Group I Policy and any previously unpaid premiums for the Group I Policy, with interest thereon as provided in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroInsurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (Group I Policy with interest thereon as provided in the Insurance Agreement);
(vi) sixth, to the Noteholders Class I Noteholders, as principal on the Class I Notes, the Reserve Group I Overcollateralization Increase Amount Amount, if any, for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance AgreementAgreement and related to the Class I Notes;
(viii) eighth, to the Class I Noteholders, any Prepayment Interest Shortfalls for such Payment Date allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, and any Prepayment Interest Shortfalls allocated to the Class I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount from the date the shortfall was allocated at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Prepayment Interest Shortfalls allocated thereto and remaining unpaid;
(ix) ninth, to the Class I Noteholders, their respective amounts of Group I Net WAC Cap Shortfalls for such Payment Date, if any, and respective amounts of Group I Net WAC Cap Shortfalls for any previous Payment Date and not previously paid, if any, plus interest on any previously unpaid amount from the date of the shortfall at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Group I Net WAC Cap Shortfalls remaining unpaid;
(x) tenth, to the Class I Noteholders, any Relief Act Shortfalls with respect to the Group I Loans incurred during the related Collection Period allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, on a pro rata basis in accordance with the respective amounts of Relief Act Shortfalls so allocated; and
(viiixi) eleventh, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Group I Certificates and any amounts constituting in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the CertificatesClass SB-I Certificates and the REMIC II Regular Interests SB-PO and SB-IO;
(ba) On each Payment Date(I) (i) through (iii), the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(cvi) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes and (other than the Class A-1 Notesviii) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year through (x) that are due and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date have been paid and (y) pursuant to such Holder's Securities; provided, however, that clause 3.05(a)(I) (v) will not be paid until the Indenture Trustee shall not pay to such Holders any full amount required to be withheld from a payment to such Holder by the Code.of interest and principal in accordance with clauses 3.05
(fa) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (ivI) (i) through (iii) and (vi) above plus amounts drawn that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Credit Enhancement Instrument in respect of principal shall be distributed Class I Notes on each Payment Date pursuant to clause 3.05(a)(I)(iii) above will include the pro rata portion allocable to the Class A-1I Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount with respect to the Class A-2, Class A-3 and Class A-4 I Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf a reduction of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Group I Overcollateralization Amount on such Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior a draw on the Group I Policy (up to the outstanding Security Balance thereof). On the Final Insured Scheduled Payment Date or other final Payment Date and for the Class I Notes, the amount to be paid pursuant to clause (ii) above shall specify:
be equal to the Security Balances of the Class I Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group I Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) that through (vi) above shall be disregarded, and amounts on deposit in the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due Account with respect to such Note at the Final Insured Payment Date or other final Payment Date Group I Loans will be payable only upon presentation applied first, to pay the Interest Distribution Amount for the Class I Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class I Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and surrender of such Note and shall specify then in accordance with the place where such Note may be presented and surrendered for such final payment; and
priorities set forth in clauses (iiiiv) the amount of any such final payment, if knownthrough (xii) above.
Appears in 2 contracts
Samples: Indenture (RFMSII Series 2006-Hsa2 Trust), Indenture (RFMSII Series 2005-Hsa1 Trust)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges)Account, the Paying Agent Agent, on behalf of the Issuer, shall pay to the Noteholders, Noteholders and the Certificate Paying Agent Agent, on behalf of the Certificateholder Issuer, shall pay to the Certificateholders and the Indenture Trustee, in its capacity as agent for the Issuer, shall pay to other Persons the amounts to which they are entitled, entitled as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of prioritybelow:
(i) sequentially (a) to the Credit EnhancerHolders of the Class A-1 Notes, the Premium for related Class Interest Distribution, (b) to the Credit Enhancement InstrumentHolders of the Class A-2 Notes, plus any unpaid Premium from any prior Payment Date the related Class Interest Distribution, (with interest thereon as provided in c) to the Insurance Agreement)Holders of the Class A-3 Notes, the related Class Interest Distribution, (d) to the Holders of the Class B Notes, the related Class Interest Distribution and (e) subject to the proviso set forth following clause (vii) below, to the Holders of the Certificates, the Certificate Yield;
(ii) sequentially, up to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;Optimum Monthly Principal:
(iiia) to the Noteholders as principal on Holders of the Class A-1 Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf Principal Balance of the holders of Class A-1 Notes equals the Certificates;Class A-1 Targeted Principal Balance,
(b) On each Payment Dateto the Holders of the Class A-2 Notes, until the Certificate Paying Agent shall deposit in Principal Balance of the Certificate Distribution Account all amounts it received pursuant Class A-2 Notes equals the Class A-2 Targeted Principal Balance, to this Section 3.05 the extent the related Adjusted Principal Balance for the purpose Class A-2 Notes is not thereby reduced below the related Minimum Adjusted Principal Balance for such Class of distributing such funds to the Certificateholder.Notes,
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition Holders of Note Rate. Interest will accrue on the Notes (other than the Class A-1 A-3 Notes) on , until the basis Principal Balance of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 A-3 Notes on equals the basis of a 360-day year and Class A-3 Targeted Principal Balance, to the actual number of days in extent the related Interest Accrual Period.Adjusted Principal Balance for the Class A-3 Notes is not thereby reduced below the related Minimum Adjusted Principal Balance for such Class of Notes, and
(d) To to the Holders of the Class B Notes, until the Principal Balance of the Class B Notes equals the Class B Targeted Principal Balance, to the extent the amount available related Adjusted Principal Balance for interest distributions on the Class B Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been thereby reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify below the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered Minimum Adjusted Principal Balance for such final payment; and
(iii) the amount Class of any such final payment, if known.Notes;
Appears in 2 contracts
Samples: Indenture (Household Consumer Loan Trust 1997-1), Indenture (Household Consumer Loan Trust 1997-2)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account resulting from Interest Collections and Principal Collections with respect to the Mortgage Loans (other than amounts deposited constituting prepayment chargesafter the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07 or paid to the Depositor pursuant to Section 5.03 of the Sale and Servicing Agreement), MINUS the Paying Agent shall pay Indenture Trustee Fee payable to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder Indenture Trustee for such Payment Date and to other Persons the amounts to which they are entitled, as set forth in the statements delivered any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 4.01 of 6.07, the Servicing Agreement, as set forth below Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Report to Noteholders: FIRST, to pay the accrued and unpaid interest due on the Note Balances (or Variable Funding Balance in the case of the Variable Funding Notes) of the Notes and the notional balance of the Class A-IO Notes at their respective Note Rates, in the following order:
(iA) to the Credit Enhancer, Senior Notes on a PRO RATA basis in accordance with the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with amount of accrued interest thereon as provided in the Insurance Agreement)due thereon;
(iiB) to the NoteholdersClass M-1 notes;
(C) to the Class M-2 notes;
(D) to the Class B-1 notes; and
(E) to the Class B-2 notes; SECOND, Accrued to pay as principal on the Notes (other than the Class A-IO Notes), in an amount equal to the Principal Collection Distribution Amount, in the following order:
(A) to the Senior Notes, in the order specified in Section 3.26(a), (b) and (c), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance;
(B) to the Class M-1 Notes, until the Note Balance thereof has been reduced to the Class M-1 Optimal Balance;
(C) to the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Balance;
(D) to the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Balance;
(E) to the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Balance; THIRD, to pay as principal on the Senior Notes, in the order specified in Section 3.26(a), (b) and (c), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount; FOURTH, to pay as principal on the Class M-1 Notes, until the Note Balance thereof has been reduced to the Class M-1 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes under clause THIRD above; FIFTH, to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clause THIRD and FOURTH above respectively; SIXTH, to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes, the Class M-1 Notes or the Class M-2 Notes under clauses THIRD, FOURTH and FIFTH above, respectively; SEVENTH, to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes, the Class M-1 Notes, the Class M-2 Notes or the Class B-1 Notes under clauses THIRD, FOURTH, FIFTH and SIXTH above, respectively; EIGHTH, to pay as principal on the Senior Notes, in the order specified in Section 3.26(a), (b) and (c), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount); NINTH, to pay as principal on the Class M-1 Notes, until the Note Balance thereof has been reduced to the Class M-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clause EIGHTH above), to the extent not distributed to the holders of the Senior Notes under clause EIGHTH above; TENTH, to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses EIGHTH or NINTH above), to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clauses EIGHTH or NINTH above respectively; ELEVENTH, to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses EIGHTH, NINTH or TENTH above), to the extent not distributed to the holders of the Senior Notes, the Class M-1 Notes or the Class M-2 Notes under clauses EIGHTH, NINTH or TENTH above; TWELFTH, to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses EIGHTH, NINTH, TENTH or ELEVENTH above), to the extent not distributed to the holders of the Senior Notes, the Class M Notes, or the Class B-1 Notes under clauses EIGHTH, NINTH, TENTH or ELEVENTH above; THIRTEENTH, to pay the Indenture Trustee, the Administrator, the Master Servicer and the Owner Trustee any unpaid expenses and other reimbursable amounts owed to them; FOURTEENTH, to pay any unpaid Interest for such Payment DateCarry-Forward Amounts, together with interest thereon, in the following order:
(A) to the Senior Notes on a pro rata basis, based on basis in accordance with the amount of Accrued Note any unpaid Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowCarry-Forward Amounts;
(iiiB) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroClass M-1 notes;
(ivC) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroClass M-2 notes;
(vD) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance AgreementClass B-1 notes; and
(viiiE) to the Class B-2 Notes; and FIFTEENTH, any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
Non-Offered Subordinate Notes and the Certificates in the proportions and priorities set forth in Section 3.26(e). PROVIDED, that the foregoing is also subject to the allocation rules and priorities set forth in Sections 3.26 and 3.28. Notwithstanding the foregoing, on the applicable Legal Final Payment Date of the Offered Notes (bother than the Class A-IO Notes) On each and the Variable Funding Notes, the amounts to be paid pursuant to clause SECOND above shall be equal to the sum of the Offered Note Balance of the applicable Class or Classes of Offered Notes and the Variable Funding Balance of the Variable Funding Notes immediately prior to such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the payment of any tax that is legally owed by the Issuer; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Certificate Paying Agent shall deposit Indenture Trustee may in the Certificate Distribution Account all its sole discretion withhold such amounts it received pursuant to in accordance with this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paragraph. Amounts paid to Noteholders shall be paid to in respect of the Offered Notes, the Variable Funding Notes or the Non-Offered Subordinate Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record Date, Date by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, or by check or money order mailed to the address of such Noteholder mailed to such Holder's address as it appears reflected in the Note Register Register, in the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's SecuritiesNotes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note (other than the Class A-IO Notes) shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1, A-2, A-3 and A-4. All principal payments on the Offered Notes axx xxx Xxxxxxle Funding Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Irwin Whole Loan Home Equity Trust 2004 A)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit Enhancer, the Premium Amount for the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued interest at the related Note Rate for the related Interest for Accrual Period on the related Note Balance immediately prior to such Payment Date, on a pro rata basis, based on the amount of Accrued Note interest accrued during the related Interest for such Payment DateAccrual Period, plus any Accrued Note Interest accrued interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Distribution Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Distribution Amount for such Payment Date and any Excess Loss Amount included in the Insured Payment on such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement), except for draws attributable to Excess Loss Amounts;
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiiix) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (v) above until all Insured Payments that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and (c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, in reduction of the Note Balances thereof, until the Note Balances thereof have been reduced to zero. In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date.
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the CertificateholderCertificateholders.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Ratetheir respective Percentage Interests. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount for deposit in the Payment Account available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest note interest on the Notes, a draw on the Credit Enhancement Instrument Guaranty Insurance Policy will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or and Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement InstrumentGuaranty Insurance Policy, and the shortfall will be allocated to the amount of Accrued Note Interest accrued interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii3.05(a)(ii), (iviii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 A-3, Class A-4 and Class A-4 A-5 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance principal of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c8.08(e) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
: (i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Rfmsii 2004-Hi3)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account with respect to Home Equity Loans (other than amounts deposited constituting in the nature of prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Class A Noteholders and the Variable Funding Noteholders, the Interest Distribution Amount for the Class A Notes and the Variable Funding Notes for such Payment Date, on a pro rata basis in accordance with their respective Interest Distribution Amounts;
(ii) second, to the Class A Noteholders and the Variable Funding Noteholders, as principal on the Class A Notes and Variable Funding Notes, the Principal Collection Distribution Amount with respect to the Class A Notes and the Variable Funding Notes for such Payment Date, on a pro rata basis in accordance with the outstanding Security Balances thereof;
(iii) third, to the Class A Noteholders and the Variable Funding Noteholders, as principal on the Class A Notes and Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Liquidation Loss Distribution Amount (other than any amount attributable to Excess Loss Amounts) with respect to the Home Equity Loans for such Payment Date;
(iv) fourth, to the Credit Enhancer, the Premium amount of the premium for the Credit Enhancement InstrumentPolicy and any previously unpaid premiums for the Policy, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument Policy (other than any Excess Loss Amount) related to payments of principal and interest on the Class A Notes and the Variable Funding Notes (other than any draws related to Excess Loss Amounts) with interest thereon as provided in the Insurance Agreement);
(vi) sixth, to the Class A Noteholders and the Variable Funding Noteholders, as principal on the Class A Notes and the Variable Funding Notes, on a pro rata basis in accordance with the Reserve outstanding Security Balances thereof, the Overcollateralization Increase Amount Amount, if any, for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance AgreementAgreement and related to the Notes;
(viii) eighth, to the Class A Noteholders and the Variable Funding Noteholders, any Net WAC Cap Shortfalls for that Payment Date and any Net WAC Cap Shortfalls for previous Payment Dates and not previously paid (together with interest thereon at the Note Rate for the related Notes (as adjusted from time to time)), on a pro rata basis in accordance with the respective amounts of Net WAC Cap Shortfalls allocated for such Payment Date and any previous Payment Dates not previously paid (with interest thereon);
(ix) ninth, to pay to the holders of the Class A Notes and the Variable Funding Notes any Relief Act Shortfalls with respect to the Home Equity Loans incurred during the related Collection Period, pro rata in accordance with any such Relief Act Shortfalls allocated to the Class A Notes and Variable Funding Notes in such Collection Period;
(x) tenth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiixi) eleventh, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Class SB Certificates and any amounts constituting in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB Certificates;
(a) (i) through (iii), (vi) and (viii) through (ix) that are due and required to be paid on such Payment Date and any Interest Distribution Amount remaining unpaid from any previous Payment Date have been paid and (y) pursuant to clause 3.05(a) (v) will not be paid until the full amount of interest and principal in accordance with clauses 3.05
(a) (i) through (iii) and (vi) that are due and required to be paid on such Payment Date and any Interest Distribution Amount remaining unpaid from any previous Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date pursuant to clause 3.05(a)(iii) above will include the pro rata portion allocable to the Notes of all Liquidation Loss Amounts (other than any Excess Loss Amounts) for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Overcollateralization Amount or a draw on the Policy (up to the outstanding Security Balance thereof). On the Final Scheduled Payment Date or other final Payment Date for the Notes, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Home Equity Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (iv) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Home Equity Loans will be applied first, to pay the Interest Distribution Amount for the Class A Notes and Variable Funding Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class A Notes and Variable Funding Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and then in accordance with the priorities set forth in clauses (iv) through (xi) above.
(b) Relief Act Shortfalls on the Home Equity Loans will be allocated to the Class A Notes and Variable Funding Notes on a pro rata basis in accordance with the amount of accrued interest payable on that Class for such Payment Date, absent such reductions.
(c) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to in respect of the related Class or Classes of Term Notes or Variable Funding Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (d) below. Interest will accrue on the Notes (other than the Class A-1 Notes) during an Interest Period, on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related such Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount Period and a year assumed to consist of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) 360 days. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Security Balance or notional amount of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(fd) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note shall be due and payable in full on the Final Insured Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. Exhibits A-1 and A-2. All principal payments on each of the Term Notes and Variable Funding Notes shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders Person in whose name a Note is registered at the close of record of business on the Record Date preceding the Final Insured Scheduled Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the such Final Insured Scheduled Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the Final Insured Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account resulting from Interest Collections and Principal Collections with respect to the Mortgage Loans (other than amounts deposited constituting prepayment chargesafter the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07 or paid to the Depositor pursuant to Section 5.03 of the Sale and Servicing Agreement), minus the Paying Agent shall pay Indenture Trustee Fee payable to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder Indenture Trustee for such Payment Date and to other Persons the amounts to which they are entitled, as set forth in the statements delivered any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 4.01 of 6.07, the Servicing Agreement, as set forth below Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Report to Noteholders: first, to pay the accrued and unpaid interest due on the Note Balances (or Variable Funding Balance in the case of the Variable Funding Notes) of the Notes and the notional balance of the Class [A-IO] Notes at their respective Note Rates, in the following order:
(iA) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, Senior Notes on a pro rata basis, based on basis in accordance with the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowaccrued interest due thereon;
(iiiB) to the Noteholders Class M-1 notes;
(C) to the Class M-2 notes;
(D) to the Class B-1 notes; and
(E) to the Class B-2 notes; second, to pay as principal on the Notes (other than the Class [A-IO] Notes), in an amount equal to the Principal Collection Payment Amount for such Payment DateDistribution Amount, in the following order:
(A) to the Senior Notes, in the order described specified in Section 3.05(f3.26(a) belowand (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance;
(B) to the Class M-1 Notes, until the Note Balances Balance thereof have has been reduced to zerothe Class M-1 Optimal Balance;
(ivC) to the Noteholders Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Balance;
(D) to the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Balance;
(E) to the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Balance; third, to pay as principal on the Senior Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described specified in Section 3.05(f3.26(a) belowand (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount; fourth, to pay as principal on the Class M-1 Notes, until the Note Balances Balance thereof have has been reduced to zero;
(v) the Class M-1 Optimal Balance, an amount equal to the Credit EnhancerLiquidation Loss Distribution Amount, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) extent not distributed to the Noteholders holders of the Senior Notes under clause third above; fifth, to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clause third and fourth above respectively; sixth, to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes, the Reserve Increase Amount for such Payment DateClass M-1 Notes or the Class M-2 Notes under clauses third, fourth and fifth above, respectively; seventh, to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes, the Class M-1 Notes, the Class M-2 Notes or the Class B-1 Notes under clauses third, fourth, fifth and sixth above, respectively; eighth, to pay as principal on the Senior Notes, in the order described specified in Section 3.05(f3.26(a) belowand (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount); ninth, to pay as principal on the Class M-1 Notes, until the Note Balances Balance thereof have has been reduced to zerothe Class M-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clause eighth above), to the extent not distributed to the holders of the Senior Notes under clause eighth above; tenth, to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth or ninth above), to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clauses eighth or ninth above respectively; eleventh, to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth, ninth or tenth above), to the extent not distributed to the holders of the Senior Notes, the Class M-1 Notes or the Class M-2 Notes under clauses eighth, ninth or tenth above; twelfth, to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses eighth, ninth, tenth or eleventh above), to the extent not distributed to the holders of the Senior Notes, the Class M Notes, or the Class B-1 Notes under clauses eighth, ninth, tenth or eleventh above; thirteenth, to pay the Indenture Trustee, the Administrator, the Master Servicer and the Owner Trustee any unpaid expenses and other reimbursable amounts owed to them; fourteenth, to pay any unpaid Interest Carry-Forward Amounts, together with interest thereon, in the following order:
(A) to the Senior Notes on a pro rata basis in accordance with the amount of any unpaid Interest Carry-Forward Amounts;
(viiB) to the Credit Enhancer, any other amounts owed Class M-1 Notes;
(C) to the Credit Enhancer pursuant Class M-2 Notes;
(D) to the Insurance AgreementClass B-1 Notes; and
(viiiE) to the Class B-2 Notes; and fifteenth, any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
Non-Offered Subordinate Notes and the Certificates in the proportions and priorities set forth in Section 3.26(d). provided, however, that the foregoing is also subject to the allocation rules and priorities set forth in Sections 3.26 and 3.28. Notwithstanding the foregoing, on the applicable Legal Final Payment Date of the Offered Notes (bother than the [Class A-IO Notes]) On each and the Variable Funding Notes, the amounts to be paid pursuant to clause second above shall be equal to the sum of the Offered Note Balance of the applicable Class or Classes of Offered Notes and the Variable Funding Balance of the Variable Funding Notes immediately prior to such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the payment of any tax that is legally owed by the Issuer; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Certificate Paying Agent shall deposit Indenture Trustee may in the Certificate Distribution Account all its sole discretion withhold such amounts it received pursuant to in accordance with this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paragraph. Amounts paid to Noteholders shall be paid to in respect of the Offered Notes, the Variable Funding Notes or the Non-Offered Subordinate Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record Date, Date by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, or by check or money order mailed to the address of such Noteholder mailed to such Holder's address as it appears reflected in the Note Register Register, in the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's SecuritiesNotes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note (other than the Class [A-IO] Notes) shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1, A-2, A-3, and A-4. All principal payments on the Offered Notes axx xxx Xxxxxxle Funding Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture Agreement (Bear Stearns Asset Backed Securities I LLC)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitledInterest Remittance Amount and Principal Payment Amount, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as in the order of priority set forth below in this Section 3.05.
(b) On each Payment Date, the Remittance Amount shall be distributed in the following priority, in each case to the extent of the then remaining Remittance Amount:
(i) first, to the Class A Notes, Current Interest and any Carryforward Interest for each such Payment Date;
(ii) second, to the Class M-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date;
(iii) third, to the Class M-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date;
(iv) fourth, to the Class B-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; and
(v) fifth, to the Class B-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date.
(c) On each Payment Date, prior to the Stepdown Date, the remaining Remittance Amount after payments made pursuant to Section 3.01(b) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of priority:
(i) first, to the Credit EnhancerClass A Notes, until their Class Principal Balance of the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement)Class A Notes has been reduced to zero;
(ii) second, to the NoteholdersClass M-1 Notes, Accrued Note Interest for such Payment Date, on a pro rata basis, based on until the amount Class Principal Balance of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowthe Class M-1 Notes has been reduced to zero;
(iii) third, to the Noteholders as principal on the Class M-2 Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have Class Principal Balance of the Class M-2 Notes has been reduced to zero;
(iv) fourth, to the Noteholders as principal Class B-1 Notes, until the Class Principal Balance of the Class B-1 Notes has been reduced to zero; and
(v) fifth, to the Class B-2 Notes, until the Class Principal Balance of the Class B-2 Notes has been reduced to zero.
(d) On each Payment Date, on or after the Stepdown Date, the remaining Remittance Amount after payments made pursuant to Section 3.01(b) and (c) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of priority:
(i) first, to the Class A Notes, the Liquidation Loss Senior Principal Payment Amount for such Payment Date, in the order described in Section 3.05(f) belowpayment date, until the Note Balances thereof have Class Principal Balance of the Class A Notes has been reduced to zero;
(ii) second, to the Class M-1 Notes, the Class M-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero;
(iii) third, to the Class M-2 Notes, the Class M-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero;
(iv) fourth, to the Class B-1 Notes, the Class B-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; and
(v) fifth, to the Class B-2 Notes, the Class B-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero.
(e) On each Payment Date, the Monthly Excess Cashflow shall be distributed in the following order of priority:
(A) on each Payment Date prior to the Stepdown Date, until the aggregate Class Principal Balance of the Notes equals the Aggregate Loan Balance for such Payment Date minus the Targeted Overcollateralization Amount for such date, in the following order of priority:
(1) first, to the Class A Notes until the Class Principal Balance has been reduced to zero;
(2) second, to the Class M-1 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(3) third, to the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(4) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and
(5) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero.
(B) On each Payment Date on or after the Stepdown Date, to make any principal payments required to be made on such payment date pursuant to Section 3.05(d), after giving effect to the payment of the Principal Payment Amount for such date, in accordance with the priorities set forth therein but without regard to the limitation of such payments in the aggregate to the Principal Payment Amount;
(ii) to the Class M-1 Notes, any Deferred Amount for such class;
(iii) to the Class M-2 Notes, any Deferred Amount for such class;
(iv) to the Class B-1 Notes, any Deferred Amount for such class;
(v) to the Credit EnhancerClass B-2 Notes, to reimburse it any Deferred Amount for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement)such class;
(vi) to the Noteholders as principal on the Class A Notes, the Reserve Increase Amount any applicable Basis Risk Shortfall for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroeach class;
(vii) to the Credit EnhancerClass M-2 Notes, any other amounts owed applicable Basis Risk Shortfall for such class;
(viii) to the Credit Enhancer Class B-1 Notes, any applicable Basis Risk Shortfall for such class;
(ix) to the Class B-2 Notes, any Available Funds Shortfall for such class;
(x) to the Indenture Trustee, any Trustee Additional Expenses and any amounts owing to the Indenture Trustee pursuant to Section 6.07 and the Insurance Owner Trustee pursuant to Article VII of the Trust Agreement, in each case remaining unpaid; and
(viiixi) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;all remaining Remittance Amounts.
(bf) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of reimbursing the Owner Trustee with respect to certain amounts and distributing such funds to the Class CE Certificateholder.
(cg) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (h) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer Issuing Entity on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(gh) The Note Balance principal of each Note shall be due and payable in full on the Final Insured Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. Exhibits A-1, A-2 and A-3. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the The Indenture Trustee shall notify the related Noteholders Person in whose name a Note is registered at the close of record of business on the Record Date preceding the Final Insured Scheduled Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the such Final Insured Scheduled Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the Final Insured Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit Enhancer, the Premium Amount for the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued interest at the related Note Rate for the related Interest for Accrual Period on the related Note Balance immediately prior to such Payment Date, on a pro rata basis, based on the amount of Accrued Note interest accrued during the related Interest for such Payment DateAccrual Period, plus any Accrued Note Interest accrued interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Distribution Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Distribution Amount for such Payment Date and any Excess Loss Amount included in the Insured Payment on such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement), except for draws attributable to Excess Loss Amounts;
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiiix) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (v) above until all Insured Payments that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and (c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, in reduction of the Note Balances thereof, until the Note Balances thereof have been reduced to zero. In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date.
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the CertificateholderCertificateholders.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Ratetheir respective Percentage Interests. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount for deposit in the Payment Account available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest note interest on the Notes, a draw on the Credit Enhancement Instrument Guaranty Insurance Policy will be made; provided, however, that to the extent such shortfall is as a result of Prepayment Interest Shortfalls or and Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement InstrumentGuaranty Insurance Policy, and the shortfall will be allocated to the amount of Accrued Note Interest accrued interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii3.05(a)(ii), (iviii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 A-3, Class A-4 and Class A-4 A-5 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance principal of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c8.08(e) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note to the Indenture Trustee or the Paying Agent in accordance with Section 3.03 of this Indenture and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Home Loan Trust 2004-Hi2)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit EnhancerNoteholders, interest at the Premium related Note Rate for the Credit Enhancement Instrument, plus any unpaid Premium from any related Interest Accrual Period on the related Note Balance immediately prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note interest accrued during the related Interest Accrual Period;
(ii) to the Noteholders as principal on the Notes, the Principal Collection Distribution Amount for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in the order described in Section 3.05(d3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Liquidation Loss Distribution Amount for such Payment Date and any Excess Loss Amount included in the Credit Enhancement Draw Amount on such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Premium Amount for such the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date, Date (with interest thereon as provided in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroInsurance Agreement);
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement), except for draws attributable to Excess Loss Amounts;
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiiix) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (iv) above until all Credit Enhancement Draw Amounts that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and (c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, in reduction of the Note Balances thereof, until the Note Balances thereof have been reduced to zero. In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date. Interest payments in the amounts described above will be payable on each Payment Date to the Class A-I Notes and the Class A-II Notes concurrently from the following amounts: first, from Interest Collections derived from the related Loan Group; second, from Interest Collections derived from the non-related Loan Group after taking into account any payments in respect of interest on the other class or classes of Notes made in first; third, from Principal Collections derived from the related Loan Group; and fourth, from Principal Collections derived from the non-related Loan Group after taking into account any payments in respect of interest on the other class or classes of Notes made in third. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 A-I-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 A-I-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) . Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii3.05(a)(ii), (iviii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed concurrently to (i) the Class A-1, A-I Notes in the aggregate and (ii) the Class A-2, Class A-3 and Class A-4 A-II Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made proportion to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf pro rata percentage of the Issuer, pursuant to Section 8.08(csum of (i) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify Principal Collections derived from the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Loan Group on that Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the aggregate amount of any such final payment, if known.Liquidation Loss
Appears in 1 contract
Samples: Indenture (Residential Funding Mortgage Securities Ii Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitledInterest Remittance Amount and Principal Payment Amount, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as in the order of priority set forth below in this Section 3.05.
(b) On each Payment Date, the Remittance Amount shall be distributed in the following priority, in each case to the extent of the then remaining Remittance Amount:
(i) first, to the Class A Notes, Current Interest and any Carryforward Interest for each such Payment Date;
(ii) second, to the Class M-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date;
(iii) third, to the Class M-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date;
(iv) fourth, to the Class B-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; and
(v) fifth, to the Class B-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date.
(c) On each Payment Date, prior to the Stepdown Date, the remaining Remittance Amount after payments made pursuant to Section 3.01(b) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of priority:
(i) first, to the Credit EnhancerClass A Notes, until their Class Principal Balance of the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement)Class A Notes has been reduced to zero;
(ii) second, to the NoteholdersClass M-1 Notes, Accrued Note Interest for such Payment Date, on a pro rata basis, based on until the amount Class Principal Balance of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowthe Class M-1 Notes has been reduced to zero;
(iii) third, to the Noteholders as principal on the Class M-2 Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have Class Principal Balance of the Class M-2 Notes has been reduced to zero;
(iv) fourth, to the Noteholders as principal on the Class B-1 Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have Class Principal Balance of the Class B-1 Notes has been reduced to zero;; and
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Class B-2 Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf Class Principal Balance of the holders of the Certificates;
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Class B-2 Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(gd) The Note Balance of On each Note shall be due and payable in full Payment Date, on or after the Final Insured Payment Date as provided in Stepdown Date, the form of Note set forth in Exhibit A. All principal remaining Remittance Amount after payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c3.01(b) and (c) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specifypriority:
(i) that first, to the Record Date otherwise applicable Class A Notes, the Senior Principal Payment Amount for such payment date, until the Class Principal Balance of the Class A Notes has been reduced to such Payment Date is not applicablezero;
(ii) that second, to the Class M-1 Notes, the Class M-1 Principal Payment Amount for such payment of date, until the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender Class Principal Balance of such Note and shall specify Class has been reduced to zero;
(iii) third, to the place where such Note may be presented and surrendered Class M-2 Notes, the Class M-2 Principal Payment Amount for such final paymentpayment date, until the Class Principal Balance of such Class has been reduced to zero;
(iv) fourth, to the Class B-1 Notes, the Class B-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; and
(iiiv) fifth, to the amount Class B-2 Notes, the Class B-2 Principal Payment Amount for such payment date, until the Class Principal Balance of any such final paymentClass has been reduced to zero.
(e) On each Payment Date, if knownthe Monthly Excess Cashflow shall be distributed in the following order of priority:
(i) (A) on each Payment Date prior to the Stepdown Date, until the aggregate Class Principal Balance of the Notes equals the Aggregate Loan Balance for such Payment Date minus the Targeted Overcollateralization Amount for such date, in the following order of priority:
(1) first, to the Class A Notes until the Class Principal Balance has been reduced to zero;
(2) second, to the Class M-1 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(3) third, to the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(4) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and
(5) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit EnhancerNoteholders, interest at the Premium related Note Rate for the Credit Enhancement Instrumentrelated Interest Accrual Period on the related Note Balance, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) case of the Notes other than the Class A IO Notes, or Notional Amount, in the case of the Class AIO Notes, immediately prior to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note interest accrued during the related Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowAccrual Period;
(iiiii) to the Noteholders Noteholders, other than the Class AIO Noteholders, as principal on the Notes, the Principal Collection Payment Distribution Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iii) to the Noteholders, other than the Class AIO Noteholders, as principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date and any Excess Loss Amount included in the Credit Enhancement Draw Amount on such Payment Date, in the order described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iv) on a pro rata basis, (A) to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Premium Amount for such the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date, Date (with interest thereon as provided in the order described Insurance Agreement), and (B) to the designee or designees of the Credit Enhancer pursuant to Section 3.28, the amount of any payments for the Limited Reimbursement Agreement, plus any such unpaid payments from any prior Payment Date (with interest thereon as provided in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroLimited Reimbursement Agreement);
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement)) (except for draws attributable to Excess Loss Amounts) provided, that no such reimbursement shall be made in respect of amounts that were paid to the Indenture Trustee under the Limited Reimbursement Agreement, or for which the Credit Enhancer is entitled to reimbursement under the Limited Reimbursement Agreement;
(vi) to the Noteholders Noteholders, other than the Class AIO Noteholders, as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiiix) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (iv)(A) above until all Credit Enhancement Draw Amounts that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and (c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, in reduction of the Note Balances thereof, until the Note Balances thereof have been reduced to zero. In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date and, in addition to the foregoing, the Class AIO Notes shall be paid the Adjusted Issue Price, if any. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 A1 Notes) on the basis of a 360-day 360day year consisting of twelve 30-day 30day months. Interest will accrue on the Class A-1 A1 Notes on the basis of a 360-day 360day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) . Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance or Notional Amount, as applicable, of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii3.05(a)(ii), (iviii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal and any amounts paid under the Limited Reimbursement Agreement in respect of principal shall be distributed to the Class A-1A1 Notes, Class A-2A2 Notes, Class A-3 A3 Notes, Class A4 Notes, Class A5 Notes, Class A6 Notes and Class A-4 A7 Notes, in that order, in each case until the outstanding Note Balance Balances thereof has have been reduced to zero.
(gc) The Note Balance principal of each Note Note, other than a Class AIO Note, shall be due and payable in full on the Final Insured Payment Date as provided in the related form of Note set forth in Exhibit A. A1 and A2. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c8.08(e) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Residential Funding Mortgage Securities Ii Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitledInterest Remittance Amount and Principal Payment Amount, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as in the order of priority set forth below in this Section 3.05.
(b) On each Payment Date, the Remittance Amount shall be distributed in the following priority, in each case to the extent of the then remaining Remittance Amount:
(i) first, to the Class A Notes, Current Interest and any Carryforward Interest for each such Payment Date;
(ii) second, to the Class M-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date;
(iii) third, to the Class M-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date;
(iv) fourth, to the Class B-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; and
(v) fifth, to the Class B-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date.
(c) On each Payment Date, prior to the Stepdown Date, the remaining Remittance Amount after payments made pursuant to Section 3.01(b) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of priority:
(i) first, to the Credit EnhancerClass A Notes, until their Class Principal Balance of the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement)Class A Notes has been reduced to zero;
(ii) second, to the NoteholdersClass M-1 Notes, Accrued Note Interest for such Payment Date, on a pro rata basis, based on until the amount Class Principal Balance of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowthe Class M-1 Notes has been reduced to zero;
(iii) third, to the Noteholders as principal on the Class M-2 Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have Class Principal Balance of the Class M-2 Notes has been reduced to zero;
(iv) fourth, to the Noteholders as principal on the Class B-1 Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have Class Principal Balance of the Class B-1 Notes has been reduced to zero;; and
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Class B-2 Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf Class Principal Balance of the holders of the Certificates;
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Class B- 2 Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(gd) The Note Balance of On each Note shall be due and payable in full Payment Date, on or after the Final Insured Payment Date as provided in Stepdown Date, the form of Note set forth in Exhibit A. All principal remaining Remittance Amount after payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c3.01(b) and (c) above, not to exceed the Principal Payment Amount, shall be distributed in the following order of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specifypriority:
(i) that first, to the Record Date otherwise applicable Class A Notes, the Senior Principal Payment Amount for such payment date, until the Class Principal Balance of the Class A Notes has been reduced to such Payment Date is not applicablezero;
(ii) that second, to the Class M-1 Notes, the Class M-1 Principal Payment Amount for such payment of date, until the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender Class Principal Balance of such Note and shall specify Class has been reduced to zero;
(iii) third, to the place where such Note may be presented and surrendered Class M-2 Notes, the Class M-2 Principal Payment Amount for such final paymentpayment date, until the Class Principal Balance of such Class has been reduced to zero;
(iv) fourth, to the Class B-1 Notes, the Class B-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; and
(iiiv) fifth, to the amount Class B-2 Notes, the Class B-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero.
(e) On each Payment Date, the Monthly Excess Cashflow shall be distributed in the following order of priority:
(A) on each Payment Date prior to the Stepdown Date, until the aggregate Class Principal Balance of the Notes equals the Aggregate Loan Balance for such Payment Date minus the Targeted Overcollateralization Amount for such date, in the following order of priority:
(1) first, to the Class A Notes until the Class Principal Balance has been reduced to zero;
(2) second, to the Class M-1 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(3) third, to the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(4) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and
(5) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero.
(B) On each Payment Date on or after the Stepdown Date, to make any principal payments required to be made on such final payment, if known.payment date pursuant to Section
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges)Account, the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit EnhancerNoteholders, interest at the Premium related Note Rate for the Credit Enhancement Instrumentrelated Interest Accrual Period on the related Note Balance, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) case of the Notes other than the Class A- IO Notes, or Notional Amount, in the case of the Class A-IO Notes, immediately prior to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note interest accrued during the related Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowAccrual Period;
(iiiii) to the Noteholders Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Principal Collection Payment Distribution Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iii) to the Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date and any Excess Loss Amount included in the Credit Enhancement Draw Amount on such Payment Date, in the order described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iv) on a pro rata basis, (A) to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Premium Amount for such the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date, Date (with interest thereon as provided in the order described Insurance Agreement), and (B) to the designee or designees of the Credit Enhancer pursuant to Section 3.28, the amount of any payments for the Limited Reimbursement Agreement, plus any such unpaid payments from any prior Payment Date (with interest thereon as provided in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroLimited Reimbursement Agreement);
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement)) (except for draws attributable to Excess Loss Amounts) provided, that no such reimbursement shall be made in respect of amounts that were paid to the Indenture Trustee under the Limited Reimbursement Agreement, or for which the Credit Enhancer is entitled to reimbursement under the Limited Reimbursement Agreement;
(vi) to the Noteholders Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiiix) any remaining amount and any amounts constituting prepayment charges amount, to the Certificate Paying Agent, on behalf of the holders of the Certificates;
. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (iv)(A) above until all Credit Enhancement Draw Amounts that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and (c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, in reduction of the Note Balances thereof, until the Note Balances thereof have been reduced to zero. In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date and, in addition to the foregoing, the Class A-IO Notes shall be paid the Adjusted Issue Price, if any. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 A Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 A Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) . Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance or Notional Amount, as applicable, of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(fa) Any payments to the Notes pursuant to clauses 3.05(a)(iii3.05(a)(ii), (iviii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal and any amounts paid under the Limited Reimbursement Agreement in respect of principal shall be distributed to the Class A-1Class
A-1 Notes, Class A-2A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class A-6 Notes and Class A-4 A-7 Notes, in that order, in each case until the outstanding Note Balance Balances thereof has have been reduced to zero.
(gb) The Note Balance principal of each Note Note, other than a Class A-IO Note, shall be due and payable in full on the Final Insured Payment Date as provided in the related form of Note set forth in Exhibit A. A-1 and A-2. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c8.08(e) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Residential Funding Mortgage Securities Ii Inc)
Payment of Principal and Interest; Defaulted Interest. (aI) On each Payment Date from amounts on deposit in the Payment Account with respect to the Home Equity Loans in Loan Group I (other than amounts deposited constituting in the nature of prepayment charges), the Paying Agent shall pay to the Class I Noteholders (and when specified, the Class II Noteholders), the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-I Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Credit EnhancerClass I Noteholders, on a pro rata basis in accordance with their respective Interest Distribution Amounts, the Premium Interest Distribution Amount for each Class of the Credit Enhancement Instrument, plus any unpaid Premium from any prior Class I Notes for such Payment Date (with interest thereon as provided in the Insurance Agreement)Date;
(ii) second, to the Class I Noteholders, Accrued Note Interest as principal on the Class I Notes, other than the Class A-I-IO Notes, the Principal Collection Distribution Amount for such Payment Date, on a pro rata basis, based on Date to be allocated to the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto Class I Notes as provided described in Section 3.05(d3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(iii) third, to the Noteholders Class I Noteholders, as principal on the Class I Notes, other than the Class A-I-IO Notes, the Principal Collection Liquidation Loss Distribution Amount with respect to the Class I Notes for such Payment Date and any Excess Loss Amount for included in the Group I Credit Enhancement Draw Amount on such Payment Date, in to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(iv) fourth, to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Amount amount of the premium for such Payment Datethe Group I Policy and any previously unpaid premiums for the Group I Policy, with interest thereon as provided in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroInsurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (Group I Policy with interest thereon as provided in the Insurance AgreementAgreement (except for draws attributable to Excess Loss Amounts);
(vi) sixth, to the Noteholders Class I Noteholders, as principal on the Class I Notes, other than the Class A-I-IO Notes, the Reserve Group I Overcollateralization Increase Amount Amount, if any, for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance AgreementGroup I Policy;
(viii) eighth, to the Class I Noteholders, on a pro rata basis in accordance with the respective amounts of Group I Net WAC Cap Shortfalls allocated thereto and remaining unpaid, any Group I Net WAC Cap Shortfalls for such Payment Date and any Group I Net WAC Cap Shortfalls allocated to the Class I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount at the Note Rate for the related Class of Notes (as adjusted from time to time)
(ix) ninth, to the Class I Noteholders, on a pro rata basis in accordance with the respective amounts of Prepayment Interest Shortfalls allocated thereto and remaining unpaid, any Prepayment Interest Shortfalls on the Group I Loans for such Payment Date and any Prepayment Interest Shortfalls allocated to the Class I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount at the Note Rate for the related Class of Notes (as adjusted from time to time);
(x) tenth, to the Class II Noteholders, as principal, any Special Hazard Losses, Bankruptcy Losses and Fraud Losses, other than any Excess Loss Amounts, incurred on the Group II Loans, with respect to the related Collection Period, to the extent not paid from collections on the Group II Loans pursuant to Section 3.05(a)(II)(iii), on a pro rata basis in accordance with their outstanding Security Balances;
(xi) eleventh, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiixii) twelfth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Group I Certificates and any amounts constituting in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB-I Certificates and the REMIC II Regular Interest LT1;
(a) (I) (i) through (iii), (vi), (viii), (ix) through (xii) above that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Class I Notes on each Payment Date pursuant to clause 3.05
(a) (I)(iii) above will include the pro rata portion allocable to the Class I Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Group I Overcollateralization Amount or a Draw on the Group I Policy (up to the outstanding Security Balance thereof). On the Final Scheduled Payment Date or other final Payment Date for the Class I Notes, the amount to be paid pursuant to clause (iii) above shall be equal to the Security Balances of the Class I Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group I Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (vi) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group I Loans will be applied first, to pay the Interest Distribution Amount for the Class I Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class I Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero; third, to pay the Credit Enhancer, the amount of the premium for the Group I Policy and any previously unpaid premiums for the Group I Policy, with interest thereon as provided in the Insurance Agreement; and then in accordance with the priorities set forth in clauses (vii) through (xi) above.
(II) On each Payment Date from amounts on deposit in the Payment Account with respect to the Home Equity Loans in Loan Group II (other than amounts deposited in the nature of prepayment charges), the Paying Agent shall pay to the Class II Noteholders (and when specified, the Class I Noteholders), the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-II Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Class II Noteholders, the Interest Distribution Amount for the Class II Notes for such Payment Date, on a pro rata basis in accordance with their respective Interest Distribution Amounts;
(ii) second, to the Class II Noteholders, as principal on the Class II Notes, the Principal Collection Distribution Amount for such Payment Date, on a pro rata basis in accordance with their outstanding Security Balances thereof;
(iii) third, to the Class II Noteholders, as principal on the Class II Notes, on a pro rata basis in accordance with their outstanding Security Balances thereof, the Liquidation Loss Distribution Amount for such Payment Date and to the Class II Noteholders, as principal on the Class II Notes, on a pro rata basis in accordance with their outstanding Security Balances thereof, any Excess Loss Amount included in the Group II Credit Enhancement Draw Amount on such Payment Date;
(iv) fourth, to the Credit Enhancer, the amount of the premium for the Group II Policy and any previously unpaid premiums for the Group II Policy, with interest thereon as provided in the Insurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Group II Policy with interest thereon as provided in the Insurance Agreement (except for draws attributable to Excess Loss Amounts);
(vi) sixth, to the Class II Noteholders, as principal on the Class II Notes, on a pro rata basis in accordance with their outstanding Security Balances thereof, the Group II Overcollateralization Increase Amount, if any, for such Payment Date;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Group II Policy;
(viii) eighth, to the Class II Noteholders, on a pro rata basis in accordance with the respective amounts of Group II Net WAC Cap Shortfalls allocated to each such Class and not previously paid, any Group II Net WAC Cap Shortfalls for that Payment Date and Group II Net WAC Cap Shortfalls for previous Payment Dates and not previously paid (together with interest thereon at the Note Rate for the related Class of Class II Notes (as adjusted from time to time));
(ix) ninth, to the Class I Noteholders, as principal, any Special Hazard Losses, Bankruptcy Losses and Fraud Losses, other than any Excess Loss Amounts, incurred on the Group I Loans with respect to the related Collection Period, to the extent not paid from collections on the Group I Loans pursuant to Section 3.05(a)(I)(iii), on a pro rata basis in accordance with their outstanding Security Balances;
(x) tenth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(xi) eleventh, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Class SB-II Certificates and any amounts in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB-II Certificates;
(ba) (II) (i) through (iii), (vi), (viii) through (xi) above that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Class II Notes on each Payment Date pursuant to clause 3.05
(a) (II)(iii) above will include the pro rata portion allocable to the Class II Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Group II Overcollateralization Amount or a Draw on the Group II Policy (up to the outstanding Security Balance thereof). On the Final Scheduled Payment Date or other final Payment Date for the Class II Notes, the amount to be paid pursuant to clause (iii) above shall be equal to the Security Balances of the Class II Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group II Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (ii) through (vi) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group II Loans will be applied first, to pay the Interest Distribution Amount for the Class II Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class II Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero; third, to pay the Credit Enhancer, the amount of the premium for the Group II Policy and any previously unpaid premiums for the Group II Policy, with interest thereon as provided in the Insurance Agreement; and then in accordance with the priorities set forth in clauses (vii) through (xi) above. In addition to the foregoing, on the Insured Undercollateralization Payment Date, if there is any Undercollateralization Amount remaining, the Noteholders shall be entitled to an additional principal payment (to be allocated to the Class II Notes on a pro rata basis) equal to the Undercollateralization Amount, if any, which shall be payable from the Group II Credit Enhancement Draw Amount pursuant to Section 3.28.
(ii) [Reserved].
(iii) Relief Act Shortfalls and Prepayment Interest Shortfalls on the Group I Notes will be allocated to each Class of Class I Notes on a pro rata basis in accordance with the amount of accrued interest payable on that Class for such Payment Date, absent such reductions. Relief Act Shortfalls on the Class II Notes will be allocated to the Class II Notes on a pro rata basis in accordance with the amount of accrued interest payable on that Class for such Payment Date, absent such reductions.
(c) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to in respect of the related Class or Classes of Term Notes or the Variable Funding Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (d) below. Interest will accrue on the Notes (other than during an Interest Period, on the basis of the actual number of days in such Interest Period and a year assumed to consist of 360 days, in the case of the Class A-1 A-I-1 Notes and the Class II Notes) , and on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days , in the related Interest Accrual Period.
(d) To case of the extent the amount available for interest distributions on the Notes is less than the aggregate amount remaining Classes of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) . Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Security Balance or notional amount of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(fd) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note shall be due and payable in full on the Final Insured Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. Exhibits A-1 and A-2. All principal payments on each of the Term Notes and the Variable Funding Notes shall be made in accordance with the priorities set forth in paragraphs (a) and (b) above to the Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders Person in whose name a Note is registered at the close of record of business on the Record Date preceding the Final Insured Scheduled Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the such Final Insured Scheduled Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the Final Insured Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Residential Funding Mortgage Securities Ii Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account resulting from Interest Collections and Principal Collections with respect to the Mortgage Loans (other than amounts deposited constituting prepayment chargesafter the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07 or paid to the Depositor pursuant to Section 5.03 of the Sale and Servicing Agreement), MINUS the Paying Agent shall pay Indenture Trustee Fee payable to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder Indenture Trustee for such Payment Date and to other Persons the amounts to which they are entitled, as set forth in the statements delivered any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 4.01 of 6.07, the Servicing Agreement, as set forth below Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Report to Noteholders: FIRST, to pay the accrued and unpaid interest due on the Note Balances (or Variable Funding Balance in the case of the Variable Funding Notes) of the Notes and the notional balance of the Class A-IO Notes at their respective Note Rates, in the following order:
(iA) to the Credit Enhancer, Senior Notes on a PRO RATA basis in accordance with the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with amount of accrued interest thereon as provided in the Insurance Agreement)due thereon;
(iiB) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowClass M-1 notes;
(iiiC) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroClass M-2 notes;
(ivD) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance AgreementClass B-1 notes; and
(viiiE) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicableB-2 notes;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges)Account, the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;; provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (v) above until all Insured Payments that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full and (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii). In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date.
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register Rexxxxxx the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Home Loan Trust 2007-Hi1)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account resulting from Interest Collections and Principal Collections with respect to the Mortgage Loans (other than amounts deposited constituting prepayment chargesafter the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07), together with any draw on the Paying Agent shall pay Policy in respect of Insured Amounts for such Payment Date to be applied solely to the NoteholdersSenior Notes, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered minus any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 4.01 of 6.07, the Servicing Agreement, as set forth below Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Report to Noteholders:
(i) first, to pay to the Credit Enhancer, Enhancer the Premium accrued and unpaid premium for the Credit Enhancement InstrumentPolicy and any previously unpaid premiums, plus with interest on any unpaid Premium from any prior premiums at the Late Payment Date (with interest thereon as provided in the Insurance Agreement)Rate;
(ii) second, to pay the accrued and unpaid interest due on the Note Balances (or Variable Funding Balance in the case of the Variable Funding Notes) of the Notes and the notional balance of the Class A-IO Notes at their respective Note Rates as follows:
(A) first, to the Noteholders, Accrued Note Interest for such Payment Date, Senior Notes on a pro rata basis, based on basis in accordance with the amount of Accrued Note Interest for such Payment Dateaccrued interest due thereon;
(B) second, plus any Accrued Note Interest remaining unpaid from any prior Payment Dateto the Class M notes; and
(C) third, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowto the Class B notes;
(iii) third, to the Noteholders pay as principal on the Notes (other than the Class A-IO Notes), in an amount equal to the Principal Collection Payment Distribution Amount for such Payment Dateas follows:
(A) first, to the Senior Notes, in the order described specified in Section 3.05(f3.26(a) belowand (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance;
(B) second, to the Class M Notes, until the Note Balances Balance thereof have has been reduced to zerothe Class M Optimal Balance; and
(C) third, to the Class B Notes, until the Note Balance thereof has been reduced to the Class B Optimal Balance;;
(iv) fourth, to the Noteholders pay as principal on the Senior Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described specified in Section 3.05(f3.26(a) belowand (b), until the their aggregate Note Balances thereof have Balance has been reduced to zero;the Senior Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount
(v) to the Credit Enhancerfifth, to reimburse it the Enhancer for any unreimbursed prior draws made on the Credit Enhancement Instrument (Policy, with interest thereon as provided in at the Insurance Agreement)Late Payment Rate;
(vi) sixth, to the Noteholders pay as principal on the Class M Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances Balance thereof have has been reduced to zerothe Class M Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes under clause fourth above;
(vii) seventh, to pay as principal on the Class B Notes, until the Note Balance thereof has been reduced to the Credit EnhancerClass B Optimal Balance, an amount equal to the Liquidation Loss Distribution Amount, to the extent not distributed to the holders of the Senior Notes or the Class M Notes under clauses fourth and sixth above, respectively;
(viii) eighth, to the holders of the Non-Offered Subordinate Notes and the Certificates in the proportions and priorities set forth in Section 3.26(d):
(A) on the Payment Date in April 2003, 100% of the remaining funds for that Payment Date; and
(B) on the Payment Date in May 2003, 50% of the remaining funds for that Payment Date;
(ix) ninth, to pay as principal on the Senior Notes, in the order specified in Section 3.26(a) and (b), until their aggregate Note Balance has been reduced to the Senior Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount);
(x) tenth, to pay to the Enhancer any other amounts owed to the Credit Enhancer it pursuant to the Insurance Agreement, with interest thereon at the Late Payment Rate;
(xi) eleventh, to pay as principal on the Class M Notes, until the Note Balance thereof has been reduced to the Class M Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clause ninth above), to the extent not distributed to the holders of the Senior Notes under clause ninth above;
(xii) twelfth, to pay as principal on the Class B Notes, until the Note Balance thereof has been reduced to the Class B Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount (up to the Overcollateralization Funding Amount, less any portion thereof applied under clauses ninth or eleventh above), to the extent not distributed to the holders of the Senior Notes or the Class M Notes under clauses ninth and eleventh above;
(xiii) thirteenth, to pay the Indenture Trustee, the Master Servicer, the Owner Trustee and the Administrator any unpaid expenses and other reimbursable amounts owed to them;
(xiv) fourteenth, to pay any unpaid Interest Carry-Forward Amounts, together with interest thereon, as follows:
(A) first, to the Senior Notes on a pro rata basis in accordance with the amount of any unpaid Interest Carry-Forward Amounts;
(B) second, to the Class M notes; and
(viiiC) third, to the Class B notes; and
(xv) fifteenth, any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
Non-Offered Subordinate Notes and the Certificates in the proportions and priorities set forth in Section 3.26(d). provided, that the foregoing is also subject to the allocation rules and priorities set forth in Sections 3.26 and 3.28. Notwithstanding the foregoing, on the Legal Final Payment Date of the Offered Notes (bother than the Class A-IO Notes) On each and the Variable Funding Notes, the amounts to be paid pursuant to clause (iii) above shall be equal to the sum of the Offered Note Balance of the Offered Notes and the Variable Funding Balance of the Variable Funding Notes immediately prior to such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the payment of any tax that is legally owed by the Issuer; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Certificate Paying Agent shall deposit Indenture Trustee may in the Certificate Distribution Account all its sole discretion withhold such amounts it received pursuant to in accordance with this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paragraph. Amounts paid to Noteholders shall be paid to in respect of the Offered Notes, the Variable Funding Notes or the Non-Offered Subordinate Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record Date, Date by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, or by check or money order mailed to the address of such Noteholder mailed to such Holder's address as it appears reflected in the Note Register Register, in the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities’s Notes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1, A-2 and A-3. All principal payments on the Offered Notes and the Variable Funding Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account (other than amounts deposited constituting prepayment chargesafter the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of shall apply the Servicing Agreement, as set forth below following amounts in the following order of priority, in accordance with the Servicing Certificate:
(i) FIRST, to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus pay any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based prepayment penalties collected on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) Mortgage Loans during the immediately preceding Collection Period to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
(bii) On each SECOND, for any Payment Date up to and including the March 2004 Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant an amount equal to this Section 3.05 for the purpose of distributing such funds $128,900 to the Certificateholder.Interest Rate Cap Counterparty;
(iii) THIRD, to pay accrued and unpaid interest due on the Note Balances of the Notes at the respective Note Rates as follows:
(a) first, to the Class A Notes and the Class A-IO Notes, on a pro rata basis in accordance with the amount of accrued interest due thereon;
(b) second, to the Class M-1 Notes;
(c) third, to the Class M-2 Notes; and
(d) fourth, to the Class B-1 Notes;
(iv) FOURTH, to pay as principal on the Notes (other than the Class A-IO Notes), in an amount equal to the Principal Collection Distribution Amount for that Payment Date as follows:
(a) first, to the Class A Notes, in the order described in Section 3.26, the amount necessary to reduce the aggregate Note Balance of the Class A Notes to the Class A Optimal Principal Balance;
(b) second, to the Class M-1 Notes, the amount necessary to reduce the Note Balance of the Class M-1 Notes to the Class M-1 Optimal Principal Balance;
(c) third, to the Class M-2 Notes, the amount necessary to reduce the Note Balance of the Class M-2 Notes to the Class M-2 Optimal Principal Balance; and
(d) fourth, to the Class B-1 Notes, the amount necessary to reduce the Note Balance of the Class B-1 Notes to the Class B-1 Optimal Principal Balance;
(v) FIFTH, to pay to the Class A Notes, in the order described in Section 3.26, until the aggregate Note Balance of the Class A Notes has been reduced to the Class A Optimal Principal Balance, an amount equal to any Liquidation Loss Amounts incurred on the Mortgage Loans during the related Collection Period, and any Liquidation Loss Amounts allocated to the Class A Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount;
(vi) SIXTH, to pay to the Class M-1 Notes, until the Note Balance of the Class M-1 Notes has been reduced to the Class M-1 Optimal Note Balance, an amount equal to any Liquidation Loss Amounts incurred on the Mortgage Loans during the related Collection Period and not paid to the holders of the Class A Notes under clause (v) above, and any Liquidation Loss Amounts allocated to the Class M-1 Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount;
(vii) SEVENTH, to pay to the Class M-2 Notes, until the Note Balance of the Class M-2 Notes has been reduced to the Class M-2 Optimal Principal Balance, an amount equal to any Liquidation Loss Amounts incurred on the Mortgage Loans during the related Collection Period and not paid to the holders of the Class A Notes under clause (v) above or the Class M-1 Notes under clause (vi) above, and any Liquidation Loss Amounts allocated to the Class M-2 Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount;
(viii) EIGHTH, to pay to the Class B-1 Notes, until the Note Balance of the Class B-1 Notes has been reduced to the Class B-1 Optimal Principal Balance, an amount equal to any Liquidation Loss Amounts incurred on the Mortgage Loans during the related Collection Period and not paid to the holders of the Class A Notes under clause (v) above, the Class M- 1 Notes under clause (vi) above or the Class M-2 Notes under clause (vii) above, and any Liquidation Loss Amounts allocated to the Class B-1 Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount;
(ix) NINTH, to pay to the Class A Notes to reduce the aggregate Note Balance of the Class A Notes to the Class A Optimal Principal Balance, in the order described in Section 3.26, an amount equal to any Overcollateralization Increase Amount;
(x) TENTH, to pay to the Class M-1 Notes, to reduce the Note Balance of the Class M-1 Notes to the Class M-1 Optimal Principal Balance, an amount equal to any Overcollateralization Increase Amount, to the extent not previously distributed to the Class A Notes pursuant to clause (ix) above;
(xi) ELEVENTH, to pay to the Class M-2 Notes, to reduce the Note Balance of the Class M-2 Notes to the Class M-2 Optimal Principal Balance, an amount equal to any Overcollateralization Increase Amount, to the extent not previously distributed to the Class A Notes pursuant to clause (ix) above or the Class M-1 Notes pursuant to clause (x) above,;
(xii) TWELFTH, to pay to the Class B-1 Notes, to reduce the Note Balance of the Class B-1 Notes to the Class B-1 Optimal Principal Balance, an amount equal to any Overcollateralization Increase Amount, to the extent not previously distributed to the Class A Notes pursuant to clause (ix) above, the Class M-1 Notes pursuant to clause (x) above or the Class M-2 Notes pursuant to clause (xi) above;
(xiii) THIRTEENTH, to pay the Indenture Trustee and the Administrator any unpaid expenses and other reimbursable amounts owed to the Indenture Trustee pursuant to Section 3.17 of the Sale and Servicing Agreement, Section 6.07 hereof and Section 4 of the Administration Agreement to the extent remaining unpaid;
(xiv) FOURTEENTH, to pay the holders of the Class IIIA-1 Notes and the Variable Funding Notes, pro rata, any unpaid related Interest Carry-Forward Amounts, together with interest thereon;
(xv) FIFTEENTH, to pay the holders of the Class M-1 Notes any unpaid related Interest Carry-Forward Amounts, together with interest thereon;
(xvi) SIXTEENTH, to pay the holders of the Class M-2 Notes any related unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xvii) SEVENTEENTH, to pay the holders of the Class B-1 Notes any related unpaid Interest Carry-Forward Amounts, together with interest thereon; and
(xviii) EIGHTEENTH, any remaining amounts to the holders of the Certificates. Notwithstanding the foregoing, on the Legal Final Payment Date for a Class of Notes, the amounts to be paid pursuant to clause (iv) above shall be equal to the aggregate of the Term Note Balances plus the Variable Funding Balance immediately prior to such Payment Date for all Notes with a Legal Final Payment Date on such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Certificates sufficient funds for the payment of any tax that is legally owed by the Issuer; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Holder of a Certificate), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph. Amounts paid to Noteholders shall be paid to in respect of the Term Notes or Variable Funding Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if shall be paid to the Holder of record thereof on the immediately preceding Record Date by check or money order mailed to the address of such Noteholder reflected in the Note Register (or upon the request of a Holder holds owning Notes of an aggregate initial Note Balance with a principal amount or notional balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or Trustee), in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's SecuritiesNotes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1, A-2 and A-3. All principal payments on the Term Notes and the Vaxxxxxx Xunding Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Sec Inc Irwin Home Eq Lo Tr 2001-2)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account (other than amounts deposited constituting resulting from Interest Collections, Principal Collections and prepayment charges), the Paying Agent shall pay penalties with respect to the Noteholders, the Certificate Paying Agent Mortgage Loans in Loan Group I and investment earnings on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth on deposit in the statements delivered Trustee Collection Account with respect to Mortgage Loans in Loan Group I (after the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 4.01 of 6.07, together with any draw on the Servicing AgreementPolicy for such Payment Date to be applied only to an Insured Payment, as set forth below the Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Servicing Certificate:
(i) To pay any prepayment penalties on the Group I Mortgage Loans to holders of the Certificates
(ii) to pay the Enhancer the accrued and unpaid premium for the Policy and to pay the Indenture Trustee the Trustee Fee for services with respect to the Credit EnhancerGroup I Notes;
(iii) to pay accrued and unpaid interest due on the Note Balances of the Class IA-1 Notes and the Group I Variable Funding Notes, pro rata, at their respective Note Rates;
(iv) to pay as principal on the Premium Class IA-1 Notes and the Group I Variable Funding Notes, pro rata, an amount equal to the Principal Collection Distribution Amount for the Credit Enhancement InstrumentGroup I Notes and that Payment Date;
(v) to pay as principal on the Class IA-1 Notes and the Group I Variable Funding Notes, plus pro rata, an amount equal to the Liquidation Loss Distribution Amount for the Group I Notes and that Payment Date;
(vi) to reimburse the Enhancer for any unpaid Premium from any prior Payment Date (unreimbursed draws made on the Policy for the Group I Notes, with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancerholders of the Certificates in the priorities set forth in Section 3.26:
(A) on the Payment Dates in July and August 2002, 100% of the Remaining Excess Spread for the Group I Notes and the applicable Payment Date; and
(B) on the Payment Dates in September 2002 through and including December 2002, 50% of the Remaining Excess Spread for the Group I Notes and the applicable Payment Date;
(viii) to pay as principal on the Class IA-1 Notes and the Group I Variable Funding Notes, pro rata, an amount equal to the Overcollaterization Increase Amount for the Group I Notes and that Payment Date;
(ix) to pay the Enhancer any other amounts owed to the Credit Enhancer it pursuant to the Insurance Agreement, with interest thereon;
(x) to pay the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer any unpaid expenses and other reimbursable amounts owed to the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer with respect to the Group I Notes; and
(viiixi) to pay the holders of the Class IA-1 Notes and the Variable Funding Notes, pro rata, any applicable unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xii) any remaining amount amounts to the holders of the Certificates; provided, that in the event that on a Payment Date an Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts constituting prepayment charges to be paid to the Certificate Paying AgentEnhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid. Notwithstanding the foregoing, on behalf the Legal Final Payment Date of the Class IA-1 Notes, the amounts to be paid pursuant to clause (iii) above shall be equal to the sum of the Offered Note Balance of the Class IA-1 Notes and the Variable Funding Balance of the Variable Funding Notes immediately prior to such Payment Date.
(b) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Trustee Collection Account resulting from Interest Collections, Principal Collections, prepayment penalties with respect to the Mortgage Loans in Loan Group II and investment earnings on amounts on deposit in the Trustee Collection Account with respect to Mortgage Loans in Loan Group II (after the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07), together with any Interest Rate Cap Agreement Payments on deposit in the Trustee Collection Account, minus any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 6.07, the Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Servicing Certificate:
(i) To pay any prepayment penalties on the Group II Mortgage Loans to holders of the Certificates;
(bii) On each to pay the Indenture Trustee the Trustee Fee with respect to the Group II Notes;
(iii) for any Payment Date up to and including the December 2004 Payment Date, an amount equal to $25,883.33 to the Certificate Paying Agent shall deposit Interest Rate Cap Counterparty;
(iv) to pay the accrued and unpaid interest due on the Note Balances of the Group II Notes and the notional balance of the Class IIA-IO Notes at their respective Note Rates as follows:
(A) first, to the Senior Group II Notes and the Class IIA-IO Notes, on a pro rata basis in accordance with the Certificate amount of accrued interest due thereon;
(B) second, to the Class IIM-1 Notes;
(C) third, to the Class IIM-2 Notes; and
(D) fourth, to the Class IIB-1 Notes;
(v) to pay as principal on the Group II Notes (other than the Class IIA-IO Notes), an amount equal to the Principal Collection Distribution Account all Amount for the Group II Notes and that Payment Date, as follows:
(A) first, to the Class IIA-1 Notes and the Group II Variable Funding Notes, pro rata, based on Note Balance, until the aggregate Note Balance of the Senior Group II Notes has been reduced to the Senior Group II Optimal Principal Balance;
(B) second, to the Class IIM-1 Notes, until the Note Balance of the Class IIM-1 Notes has been reduced to the Class IIM-1 Optimal Principal Balance;
(C) third, to the Class IIM-2 Notes, until the Note Balance of the Class IIM-2 Notes has been reduced to the Class IIM-2 Optimal Principal Balance; and
(D) fourth, to the Class IIB-1 Notes, until the Note Balance of the Class IIB-1 Notes has been reduced to the Class IIB-1 Optimal Principal Balance;
(vi) to pay as principal on the Class IIA-1 Notes and the Group II Variable Funding Notes, pro rata, based on Note Balance, until their aggregate Note Balance has been reduced to the Senior Group II Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date;
(vii) to pay as principal on the Class IIM-1 Notes, until the Note Balance thereof has been reduced to the Class IIM-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not distributed to the holders of the Senior Group II Notes under clause (v) above;
(viii) to pay as principal on the Class IIM-2 Notes, until the Note Balance thereof has been reduced to the Class IIM-2 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not distributed to the holders of the Senior Group II Notes or the Class IIM-1 Notes under clauses (v) and (vi) above, respectively;
(ix) to pay as principal on the Class IIB-1 Notes, until the Note Balance thereof has been reduced to the Class IIB-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not distributed to the holders of the Senior Group II Notes, the Class IIM-1 Notes or the Class IIM-2 Notes under clauses (v), (vi) and (vii) above, respectively;
(x) to pay as principal on the Class IIA-1 Notes and the Group II Variable Funding Notes, pro rata, based on Note Balance, until their aggregate Note Balance has been reduced to the Senior Group II Optimal Principal Balance, an amount equal to the Overcollaterization Increase Amount for the Group II Notes and that Payment Date;
(xi) to pay as principal on the Class IIM-1 Notes, until the Note Balance thereof has been reduced to the Class IIM-1 Optimal Principal Balance, an amount equal to the Overcollaterization Increase Amount for the Group II Notes and that Payment Date, to the extent not distributed to the Senior Group II Notes under clause (x) above;
(xii) to pay as principal on the Class IIM-2 Notes, until the Note Balance thereof has been reduced to the Class IIM-2 Optimal Principal Balance, an amount equal to the Overcollaterization Increase Amount for the Group II Notes and that Payment Date, to the extent not distributed to the Senior Group II Notes or the Class IIM-1 Notes under clauses (x) and (xi) above, respectively;
(xiii) to pay as principal on the Class IIB-1 Notes, until the Note Balance thereof has been reduced to the Class IIB-1 Optimal Principal Balance, an amount equal to the Overcollaterization Increase Amount for the Group II Notes and that Payment Date, to the extent not distributed to the Senior Group II Notes, the Class IIM-1 Notes or the Class IIM-2 Notes under clauses (x), (xi) and (xii) above, respectively;
(xiv) to pay the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer any unpaid expenses and other reimbursable amounts it received owed to the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer with respect to the Group II Notes; and
(xv) to pay to the Class IIA-1 Notes and the Group II Variable Funding Notes, pro rata, any unpaid Interest Carry-Forward Amounts together with interest thereon;
(xvi) to pay to the Class IIM-1 Notes any unpaid Interest Carry-Forward Amounts together with interest thereon;
(xvii) to pay to the Class IIM-2 Notes any unpaid Interest Carry-Forward Amounts together with interest thereon;
(xviii) to pay to the Class IIB-1 Notes any unpaid Interest Carry-Forward Amounts together with interest thereon; and
(xix) any remaining amounts to the holders of the Certificates. Notwithstanding the foregoing, on the Legal Final Payment Date for a Class of Group II Notes, the amounts to be paid pursuant to clause (iv) above shall be equal to the aggregate of the Offered Note Balances immediately prior to such Payment Date for all Group II Notes with a Legal Final Payment Date on such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the purpose payment of distributing any tax that is legally owed by the Issuer; provided, that such funds authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the Certificateholder.
(c) The appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph. Amounts paid to Noteholders shall be paid to in respect of the Notes Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (c) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if shall be paid to the Holder of record thereof on the immediately preceding Record Date by check or money order mailed to the address of such Noteholder reflected in the Note Register (or upon the request of a Holder holds owning Offered Notes of an aggregate initial Note Balance with a principal amount or notional balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or Trustee), in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities’s Notes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fc) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits X-0, X-0, and A-3. All principal payments on the Offered Notes and the Variable Funding Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit EnhancerNoteholders, interest at the Premium related Note Rate for the Credit Enhancement Instrumentrelated Interest Accrual Period on the related Note Balance, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) case of the Notes other than the Class A- IO Notes, or Notional Amount, in the case of the Class A-IO Notes, immediately prior to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note interest accrued during the related Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowAccrual Period;
(iiiii) to the Noteholders Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Principal Collection Payment Distribution Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iii) to the Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date and any Excess Loss Amount included in the Credit Enhancement Draw Amount on such Payment Date, in the order described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iv) on a pro rata basis, (A) to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Premium Amount for such the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date, Date (with interest thereon as provided in the order described Insurance Agreement), and (B) to the designee or designees of the Credit Enhancer pursuant to Section 3.28, the amount of any payments for the Limited Reimbursement Agreement, plus any such unpaid payments from any prior Payment Date (with interest thereon as provided in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroLimited Reimbursement Agreement);
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement)) (except for draws attributable to Excess Loss Amounts) provided, that no such reimbursement shall be made in respect of amounts that were paid to the Indenture Trustee under the Limited Reimbursement Agreement, or for which the Credit Enhancer is entitled to reimbursement under the Limited Reimbursement Agreement;
(vi) to the Noteholders Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiiix) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (iv)(A) above until all Credit Enhancement Draw Amounts that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and (c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, in reduction of the Note Balances thereof, until the Note Balances thereof have been reduced to zero. In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date and, in addition to the foregoing, the Class A-IO Notes shall be paid the Adjusted Issue Price, if any. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 A-I-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 A-I-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) . Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance or Notional Amount, as applicable, of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii3.05(a)(ii), (iviii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal and any amounts paid under the Limited Reimbursement Agreement in respect of principal shall be distributed concurrently to (i) the Class A-1, A-I Notes in the aggregate and (ii) the Class A-2, Class A-3 and Class A-4 A-II Notes, in each case in proportion to the pro rata percentage of the sum of (i) the Principal Collections derived from the related Loan Group on that orderPayment Date and (ii) the aggregate amount of Liquidation Loss Amounts incurred on the Home Loans in the related Loan Group for that Payment Date, in each case until the outstanding Note Balances of the Class A-I Notes or Class A-II Notes have been reduced to zero in accordance with the priorities described in this clause (b) below. After either the Class A-I Notes in the aggregate or the Class A-II Notes are reduced to zero, all principal payments will be distributed to the remaining Class or Classes of Notes (other than the Class A-IO Notes) until the Note Balances thereof have been reduced to zero, in accordance with the priorities in this clause (b) immediately below. Any payments of principal allocable to the Class A-II Notes, shall be paid to the Class A-II Notes until the Note Balance thereof has been is reduced to zero.
(gc) The Note Balance principal of each Note Note, other than a Class A-IO Note, shall be due and payable in full on the Final Insured Payment Date as provided in the related form of Note set forth in Exhibit A. A-1 and A-2. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c8.08(e) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Residential Funding Mortgage Securities Ii Inc)
Payment of Principal and Interest; Defaulted Interest. (aI) On each Payment Date from amounts on deposit in the Payment Account with respect to the Group I Loans (other than amounts deposited constituting in the nature of prepayment charges), the Paying Agent shall pay to the Class I Noteholders (and when specified, the Class II Noteholders), the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-I Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Credit EnhancerClass I Noteholders, on a pro rata basis in accordance with their respective Interest Distribution Amounts, the Premium Interest Distribution Amount for each Class of the Credit Enhancement Instrument, plus any unpaid Premium from any prior Class I Notes for such Payment Date (with interest thereon as provided in the Insurance Agreement)Date;
(ii) second, to the Class I Noteholders, Accrued Note Interest as principal on the Class I Notes, other than the Class A-I-IO Notes, the Principal Collection Distribution Amount for such Payment Date, on a pro rata basis, based on Date to be allocated to the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto Class I Notes as provided described in Section 3.05(d3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(iii) third, to the Noteholders Class I Noteholders, as principal on the Class I Notes, other than the Class A-I-IO Notes, the Principal Collection Payment Liquidation Loss Distribution Amount with respect to the Group I Loans for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(iv) fourth, to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Amount amount of the premium for such Payment Datethe Group I Policy and any previously unpaid premiums for the Group I Policy, with interest thereon as provided in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroInsurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument Group I Policy (other than for any Excess Loss Amount) with interest thereon as provided in the Insurance Agreement);
(vi) sixth, beginning on the Payment Date in August 2004, to the Noteholders Class I Noteholders, as principal on the Class I Notes, other than the Class A-I-IO Notes, the Reserve Group I Overcollateralization Increase Amount Amount, if any, for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance AgreementAgreement and related to the Class I Notes;
(viii) eighth, to the Class I Noteholders, any Prepayment Interest Shortfalls for such Payment Date allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, and any Prepayment Interest Shortfalls allocated to the Class I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount from the date the shortfall was allocated at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Prepayment Interest Shortfalls allocated thereto and remaining unpaid;
(ix) ninth, to the Class I Noteholders, their respective amounts of Group I Net WAC Cap Shortfalls for such Payment Date, if any, and respective amounts of Group I Net WAC Cap Shortfalls for any previous Payment Date and not previously paid, if any, plus interest on any previously unpaid amount from the date of the shortfall at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Group I Net WAC Cap Shortfalls remaining unpaid;
(x) tenth, to the Class I Noteholders, any Relief Act Shortfalls with respect to the Group I Loans incurred during the related Collection Period allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, on a pro rata basis in accordance with the respective amounts of Relief Act Shortfalls so allocated;
(xi) eleventh, to the Class A-II Noteholders and Variable Funding Noteholders, on a pro rata basis in accordance with their outstanding Security Balances, as principal, any Special Hazard Losses, Bankruptcy Losses and Fraud Losses, other than any Excess Loss Amounts, incurred on the Group II Loans, with respect to the related Collection Period, to the extent not paid from collections on the Group II Loans pursuant to Section 3.05(a)(II)(iii), on a pro rata basis in accordance with the Group II Liquidation Loss Distribution Amounts for such Payment Date;
(xii) twelfth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiixiii) thirteenth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Group I Certificates and any amounts constituting in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
(b) On each Payment Date, Class SB-I Certificates and the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the CertificateholderREMIC II Regular Interest LT1.
(ca) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 NotesI) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year (i) through (iii), (vi) and the actual number of days in the related Interest Accrual Period.
(dviii) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, through (xi) that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, are due and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date have been paid and (y) pursuant to such Holder's Securities; provided, however, that clause 3.05(a)(I) (v) will not be paid until the Indenture Trustee shall not pay to such Holders any full amount required to be withheld from a payment to such Holder by the Code.of interest and principal in accordance with clauses 3.05
(fa) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (ivI) (i) through (iii) and (vi) above plus amounts drawn that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Credit Enhancement Instrument in respect of principal shall be distributed Class I Notes on each Payment Date pursuant to clause 3.05(a)(I)(iii) above will include the pro rata portion allocable to the Class A-1I Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, Class A-2to the extent not otherwise covered by a Liquidation Loss Distribution Amount, Class A-3 and Class A-4 Notes, in that order, in each case until a reduction of the Group I Overcollateralization Amount or a draw on the Group I Policy (up to the outstanding Note Security Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on thereof). On the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Scheduled Payment Date or other final Payment Date for the Class I Notes, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Class I Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group I Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (vi) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group I Loans will be applied first, to pay the Interest Distribution Amount for the Class I Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class I Notes (other than the Class A-I-IO Notes) on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero; third, to pay the Credit Enhancer, the amount of the premium for the Group I Policy and any previously unpaid premium, for the Group I Policy, with interest thereon as provided in the Insurance Agreement and then in accordance with the priorities set forth in clauses (v) and (vii) through (xiii) above.
(II) On each Payment Date from amounts on deposit in the Payment Account with respect to Group II Loans (other than amounts deposited in the nature of prepayment charges), the Paying Agent shall specifypay to the Class II Noteholders (and when specified, the Class I Noteholders), the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-II Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) that first, to the Record Date otherwise applicable to Class A-II Noteholders and the Variable Funding Noteholders, the Interest Distribution Amount for the Class A-II Notes and the Variable Funding Notes for such Payment Date is not applicableDate, on a pro rata basis in accordance with their respective Interest Distribution Amounts;
(ii) that payment of second, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal amount on the Class A-II Notes and any interest due Variable Funding Notes, the Principal Collection Distribution Amount with respect to the Class A-II Notes and the Variable Funding Notes for such Note Payment Date, on a pro rata basis in accordance with the outstanding Security Balances thereof;
(iii) third, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal on the Class A-II Notes and Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Liquidation Loss Distribution Amount with respect to the Group II Loans for such Payment Date;
(iv) fourth, to the Credit Enhancer, the amount of the premium for the Group II Policy and any previously unpaid premiums for the Group II Policy, with interest thereon as provided in the Insurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Group II Policy (other than for any Excess Loss Amount) related to payments of principal and interest on the Class A-II Notes and the Variable Funding Notes with interest thereon as provided in the Insurance Agreement;
(vi) sixth, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal on the Class A-II Notes and the Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Group II Overcollateralization Increase Amount, if any, for such Payment Date;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement and related to the Class II Notes;
(viii) eighth, to the Class A-II Noteholders and the Variable Funding Noteholders, any Group II Net WAC Cap Shortfalls for that Payment Date and any Group II Net WAC Cap Shortfalls for previous Payment Dates and not previously paid (together with interest thereon at the Note Rate for the related Class of Class II Notes (as adjusted from time to time)), on a pro rata basis in accordance with the respective amounts of Group II Net WAC Cap Shortfalls allocated to each such Class for such Payment Date and any previous Payment Dates not previously paid (with interest thereon);
(ix) ninth, to pay to the holders of the Class A-II Notes and the Variable Funding Notes, pro rata, any Relief Act Shortfalls with respect to the Group II Loans incurred during the related Collection Period;
(x) tenth, to the Class I Noteholders, as principal, any Special Hazard Losses, Bankruptcy Losses and Fraud Losses, other than Excess Loss Amounts, incurred on the Group I Loans with respect to the related Collection Period, to the extent not paid from collections on the Group I Loans pursuant to Section 3.05(a)(I)(iii), to be allocated to the Class I Notes as described in Section 3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(xi) eleventh, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(xii) twelfth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Class SB-II Certificates and any amounts in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB-II Certificates;
(a) (II) (i) through (iii), (vi) and (viii) through (x) that are due
(a) (II) (i) through (iii) and (vi) that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Class II Notes on each Payment Date pursuant to clause 3.05(a)(II)(iii) above will include the pro rata portion allocable to the Class II Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Group II Overcollateralization Amount or a draw on the Group II Policy (up to the outstanding Security Balance thereof). On the Final Insured Scheduled Payment Date or other final Payment Date will for the Class II Notes, the amount to be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
paid pursuant to clause (iii) above shall be equal to the Security Balances of the Class II Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group II Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (vi) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group II Loans will be applied first, to pay the Interest Distribution Amount for the Class A-II Notes and Variable Funding Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class A-II Notes and Variable Funding Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero; third, to pay the Credit Enhancer, the amount of the premium for the Group II Policy and any such final paymentpreviously unpaid premiums for the Group II Policy, if knownwith interest thereon as provided in the Insurance Agreement; and then in accordance with the priorities set forth in clauses (iv), (v) and (vii) through (xii) above.
Appears in 1 contract
Samples: Indenture (Residential Funding Mortgage Sec Ii Inc Hm Eq Ln Tr 2004-Hs1)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date Date, from amounts on deposit in the Payment Trustee Collection Account (other than amounts including any draw on the Policy deposited constituting prepayment chargestherein for such Payment Date), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of shall apply the Servicing Agreement, as set forth below following amounts in the following order of priority, in accordance with the Servicing Certificate:
(i) any prepayment penalties collected during the immediately prior Due Period to the Credit Certificate Distribution Account for distribution to the Certificateholders by the Certificate Paying Agent;
(ii) to the Enhancer, the amount of the Premium for the Credit Enhancement InstrumentPolicy, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) Agreement and to the NoteholdersIndenture Trustee, Accrued the Indenture Trustee Fee payable thereto in respect of such Collection Period (to the extent sufficient funds remain available from Interest Collections and Principal Collections from Mortgage Loans assigned to Group I and Group II individually such payment shall be allocated among Group I and Group II in proportion to the sum of the Class A-1 Note Interest for such Payment DateBalance and the Class A-2 Note Balance and the sum of the Class A-3 Note Balance and the Class A-4 Note Balance, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowrespectively);
(iii) to interest for the Noteholders as principal related Interest Period at the related Note Rate on the Notes, related Note Balances of the Principal Collection Payment Amount for Notes immediately prior to such Payment Date, in the order described in Section 3.05(f) below, until after giving effect to any Policy Draw Amount deposited into the Note Balances thereof have been reduced Payment Account pursuant to zeroSection 3.26(a), excluding any Interest Carry-Forward Amounts to the Note Payment Account, for payment, pro rata, to the Holders of the Notes by the Paying Agent on such Payment Date;
(iv) the Base Principal Distribution Amount for Group I after giving effect to any Policy Draw Amount deposited into the Note Payment Account pursuant to Section 3.26(a) to the Noteholders as principal Note Payment Account, for payment by the Paying Agent on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in pro rata, first to the order described in Section 3.05(f) below, Holders of the Class A-1 Notes until the principal balance thereof has been reduced to zero and then to the Holders of the Class A-2 Notes until the principal balance thereof has been reduced to zero; and the Base Principal Distribution Amount for Group II after giving effect to any Policy Draw Amount deposited into the Note Balances Payment Account pursuant to Section 3.26(a) to the Note Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-3 Notes until the principal balance thereof have has been reduced to zero and then to the Holders of the Class A-4 Notes until the principal balance thereof has been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (Policy, with interest thereon as provided in the Insurance AgreementAgreement (such payment shall be allocated first to Interest Collections and Principal Collections from Mortgage Loans assigned to Group I if the draw in question was made for the benefit of the Class A-1 Notes or the Class A-2 Notes or first to Interest Collections and Principal Collections from Mortgage Loans assigned to Group II if the draw in question was made for the benefit of the Class A-3 Notes or the Class A-4 Notes);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase extent of Group I Excess Spread any Overcollateralization Deficiency Amount for Group I to the Note Payment Account, for payment by the Paying Agent on such Payment Date, in pro rata, first to the order described in Section 3.05(f) below, Holders of the Class A-1 Notes until the Principal Balance thereof has been reduced to zero and then to the Holders of the Class A-2 Notes until the Principal Balance thereof has been reduced to zero; and to the extent of Group II Excess Spread any Overcollateralization Deficiency Amount for Group II to the Note Balances Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-3 Notes until the Principal Balance thereof have has been reduced to zero and then to the Holders of the Class A-4 Notes until the Principal Balance thereof has been reduced to zero;
(vii) to the Credit extent of any remaining Group I Excess Spread, the Additional Principal Distribution Amount for Group II to the Note Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-3 Notes until the Principal Balance thereof has been reduced to zero and then to the Holders of the Class A-4 Notes until the Principal Balance thereof has been reduced to zero; and to the extent of any remaining Group II Excess Spread, any remaining Additional Principal Distribution Amount for Group I to the Note Payment Account, for payment by the Paying Agent on such Payment Date, pro rata, first to the Holders of the Class A-1 Notes until the Principal Balance thereof has been reduced to zero and then to the Holders of the Class A-2 Notes until the Principal Balance thereof has been reduced to zero;
(viii) to the Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(ix) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 to the extent remaining unpaid;
(x) to the Note Payment Account, for payment, pro rata, to the Class A-1 Noteholders and the Class A-3 Noteholders by the Paying Agent on such Payment Date, any Interest Carry-Forward Amounts not previously paid, together with interest thereon at the related Note Rate (as adjusted from time to time), based on the amount remaining unpaid with respect thereto; and
(viiixi) any remaining amount and any amounts constituting prepayment charges amount, to the Certificate Distribution Account, for distribution to the Certificateholders by the Certificate Paying Agent, ; Notwithstanding the foregoing (x) on behalf of the holders of the Certificates;
(b) On each Final Insured Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all aggregate of amounts it received to be paid pursuant to this Section 3.05 for the purpose of distributing such funds clauses (iv), (vi) and (vii) above shall be equal to the Certificateholder.
aggregate of the Note Balances immediately prior to such Payment Date and (cy) The any payments under the Policy shall be applied only to the payment of amounts to be paid pursuant to clauses (iii), (iv), (vi) and (vii) above. For purposes of the foregoing, payments of principal of the Notes on each Payment Date will be reduced by the pro rata portion allocable to the related Notes of all Subordination Deficits for such Payment Date, to the extent such Subordination Deficits are not otherwise covered by Excess Spread or a draw on the Policy. Amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record Date, Date by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's SecuritiesNotes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the applicable form of Note set forth in Exhibit A. All principal payments on the Notes shall be made pro rata to the Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders Person in the name of record which a Note is registered at the close of business on the Record Date preceding the Final Insured Payment Date or other final Final Insured Payment Date, by mail or facsimile, as applicable. Such notice shall be mailed no later than five Business Days prior to the Final Insured Payment Date or such other final Final Insured Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or such other final Final Insured Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Sec Inc Irwin Home Eq Lo Tr 1999-2)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts Investor P&I Collections on deposit in the Payment Account (other than amounts deposited constituting prepayment charges)Account, the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) sequentially to (A) concurrently (I) the Indenture Trustee, payment or reimbursement of any amounts owing to it pursuant to this Indenture, including but not limited to Section 6.08, and pursuant to the Servicing Agreement, including but not limited to Section 7.02, subject to a $100,000 cap per annum for such Payment Date and no more than $20,000 on any Payment Date and (II) the Owner Trustee, its fee for services rendered pursuant to the Trust Agreement, for such Payment Date, and (B) the Servicer, payment of any amounts owing to it pursuant to Section 6.03 of the Servicing Agreement, subject to a $50,000 cap per annum;
(ii) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus Instrument (as set forth in the Premium Letter) and any such Premium remaining unpaid Premium from for any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal Noteholders, interest accrued during the related Interest Period at the Note Rate on the Notes, Security Balance of the Principal Collection Payment Amount for Notes immediately prior to such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroother than Interest Shortfalls;
(iv) to the Noteholders as Noteholders, principal on equal to the Notes, Principal Collection Distribution Amount for such Payment Date less the Liquidation Loss Payment Principal Reduction Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Noteholders, an amount equal to (A) the Investor Liquidation Loss Amounts on such Payment Date, plus (B) any Investor Liquidation Loss Amounts remaining undistributed from any preceding Payment Date, provided that any Investor Liquidation Loss Amount shall not be required to be paid to the extent that such Investor Liquidation Loss Amount was paid on the Notes by means of a draw on the Credit Enhancement Instrument;
(vi) to the Credit Enhancer, to reimburse it reimbursement for prior draws made on under the Credit Enhancement Instrument and any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement (with interest thereon as provided in the Insurance Agreement);
(vivii) to the Noteholders as Noteholders, an amount equal to the Overcollateralization Deficit for such Payment Date;
(viii) to the Noteholders, principal on in the Notes, amount of the Reserve Increase Accelerated Principal Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(viiix) to the Credit EnhancerServicer, payment of any amounts owing to it pursuant to Section 6.03 of the Servicing Agreement, not subject to a per annum cap;
(x) to the Noteholders, an amount equal to Interest Shortfalls not previously paid (together with interest thereon at the Note Rate, to the extent permitted by law);
(xi) to the Indenture Trustee for any other amounts owed owing it pursuant to this Indenture, including but not limited to Section 6.08 hereof, and the Servicing Agreement, including but not limited to Section 7.02 thereof, and remaining unpaid after the payment of amounts under Section 3.05(a)(i) above or to the Credit Enhancer pursuant to Owner Trustee for any other expenses due it under the Insurance Trust Agreement; and
(viiixii) any remaining amount and amount, including any amounts constituting prepayment charges Seller P&I Collections, to the Certificate Paying Agent, on behalf of the holders of the Certificates;
; provided, however, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (biv) above shall be equal to the Security Balances of the Notes immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the Investor Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Overcollateralization Amount or a draw on the Credit Enhancement Instrument (up to the outstanding Security Balance thereof). On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) during an Interest Period on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related such Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount Period and a year assumed to consist of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) 360 days. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register in the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(gb) The Note Balance principal of each Note shall be due and payable in full on the Final Insured Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. All principal payments on of each of the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders Person in whose name a Note is registered at the close of record of business on the Record Date preceding the Final Insured Scheduled Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the such Final Insured Scheduled Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the Final Insured Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Trustee Collection Account resulting from Interest Collections, Principal Collections and prepayment charges with respect to the Mortgage Loans in Group I and investment earnings on amounts on deposit in the Trustee Collection Account with respect to Mortgage Loans in Group I (after the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07, together with any draw on the Policy for such Payment Account (other than amounts deposited constituting prepayment chargesDate to be applied only to an Insured Amount), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of shall apply the Servicing Agreement, as set forth below following amounts in the following order of priority, in accordance with the Monthly Statement:
(i) to pay any prepayment charges which have been collected on the Credit Enhancer, Group I Mortgage Loans to Holders of the Premium Certificates;
(ii) to pay the Enhancer the accrued and unpaid premium for the Credit Enhancement InstrumentPolicy and to pay the Indenture Trustee the Trustee Fee for services and any reimbursable expenses pursuant to Section 6.07 with respect to the Group I Notes;
(iii) to pay accrued and unpaid interest due on the Note Balances of the Class IA-1 Notes and the Group I Variable Funding Notes, plus pro rata, at their respective Note Rates;
(iv) to pay as principal on the Class IA-1 Notes and the Group I Variable Funding Notes, pro rata, an amount equal to the Principal Collection Distribution Amount for the Group I Notes and that Payment Date;
(v) to pay as principal on the Class IA-1 Notes and the Group I Variable Funding Notes, pro rata, an amount equal to the Liquidation Loss Distribution Amount for the Group I Notes and that Payment Date;
(vi) to reimburse the Enhancer for any unpaid Premium from any prior Payment Date (unreimbursed draws made on the Policy for the Group I Notes, with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to pay as principal on the Credit EnhancerClass IA-1 Notes and the Group I Variable Funding Notes, pro rata, an amount equal to the Overcollateralization Increase Amount for the Group I Notes and that Payment Date;
(viii) to pay the Enhancer any other amounts owed to the Credit Enhancer it pursuant to the Insurance Agreement, with interest thereon;
(ix) to pay the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer any unpaid expenses and other reimbursable amounts owed to the Indenture Trustee, the Owner Trustee, the Administrator or the Master Servicer with respect to the Group I Notes;
(x) to pay the Holders of the Class IA-1 Notes and the Variable Funding Notes, pro rata, any applicable unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xi) to the Group II Notes, for application of subclauses (v) through (viii) and subclauses (xviii) through (xx) under Section 3.05(b), in each case after giving effect to payments made from Group II with respect to such Payment Date; and
(viiixii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders Holders of the Certificates;; provided, that in the event that on a Payment Date an Enhancer Default shall have occurred and be continuing, then the priorities of distributions described above will be adjusted such that payments of any amounts to be paid to the Enhancer will not be paid until the full amount of interest and principal in accordance with clauses (ii) through (iv) above that are due and required to be paid by the Enhancer on the Notes on such Payment Date have been paid. Notwithstanding the foregoing, on the Legal Final Payment Date of the Class IA-1 Notes, the amounts to be paid pursuant to clause (iv) above shall be equal to the sum of the Offered Note Balance of the Class IA-1 Notes and the Variable Funding Balance of the Variable Funding Notes immediately prior to such Payment Date plus any unpaid Interest Carry-Forward Amount with interest thereon.
(b) On each Payment DateDate (other than a Payment Date after an Event of Default and an acceleration of the Notes), the Certificate Paying Agent shall from amounts on deposit in the Certificate Distribution Trustee Collection Account all resulting from Interest Collections, Principal Collections, prepayment charges with respect to the Mortgage Loans in Group II and investment earnings on amounts on deposit in the Trustee Collection Account with respect to Mortgage Loans in Group II (after the Indenture Trustee has removed any investment earnings to be retained by it received pursuant to Section 6.07), the Indenture Trustee shall apply the following amounts in the following order of priority in accordance with the Monthly Statement:
(i) to pay any prepayment charges which have been collected on the Group II Mortgage Loans to the Holders of the Certificates;
(ii) to pay the Indenture Trustee the Trustee Fee for services and any reimbursable expenses pursuant to Section 6.07 with respect to the Group II Notes;
(iii) to pay accrued and unpaid interest due on the Group II Notes at their respective Note Rates as follows:
(A) first, to the Class IIA-1 Notes;
(B) second, to the Class IIM-1 Notes;
(C) third, to the Class IIM-2 Notes; and
(D) fourth, to the Class IIB-1 Notes;
(iv) to pay as principal on the Group II Notes, an amount equal to the Principal Collection Distribution Amount for the Group II Notes and that Payment Date, as follows:
(A) first, to the Class IIA-1 Notes until the aggregate Note Balance of the Class IIA-1 Notes has been reduced to the Senior Group II Optimal Principal Balance for that Payment Date;
(B) second, to the Class IIM-1 Notes, until the Note Balance of the Class IIM-1 Notes has been reduced to the Class IIM-1 Optimal Principal Balance for that Payment Date;
(C) third, to the Class IIM-2 Notes, until the Note Balance of the Class IIM-2 Notes has been reduced to the Class IIM-2 Optimal Principal Balance for that Payment Date; and
(D) fourth, to the Class IIB-1 Notes, until the Note Balance of the Class IIB-1 Notes has been reduced to the Class IIB-1 Optimal Principal Balance for that Payment Date;
(v) to pay as principal on the Class IIA-1 Notes until the Note Balance thereof has been reduced to the Senior Group II Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date;
(vi) to pay as principal on the Class IIM-1 Notes, until the Note Balance thereof has been reduced to the Class IIM-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Holders of the Senior Group II Notes under clause (v) above;
(vii) to pay as principal on the Class IIM-2 Notes, until the Note Balance thereof has been reduced to the Class IIM-2 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Holders of the Senior Group II Notes or the Class IIM-1 Notes under clauses (v) and (vi) above, respectively;
(viii) to pay as principal on the Class IIB-1 Notes, until the Note Balance thereof has been reduced to the Class IIB-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Holders of the Senior Group II Notes, the Class IIM-1 Notes or the Class IIM-2 Notes under clauses (v), (vi) and (vii) above, respectively;
(ix) to pay as principal on the Class IIA-1 Notes until the Note Balance of the Class IIA-1 Notes has been reduced to the Senior Group II Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount for the Group II Notes and that Payment Date;
(x) to pay as principal on the Class IIM-1 Notes, until the Note Balance thereof has been reduced to the Class IIM-1 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Senior Group II Notes under clause (ix) above;
(xi) to pay as principal on the Class IIM-2 Notes, until the Note Balance thereof has been reduced to the Class IIM-2 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Senior Group II Notes or the Class IIM-1 Notes under clauses (ix) and (x) above, respectively;
(xii) to pay as principal on the Class IIB-1 Notes, until the Note Balance thereof has been reduced to the Class IIB-1 Optimal Principal Balance, an amount equal to the Overcollateralization Increase Amount for the Group II Notes and that Payment Date, to the extent not previously distributed to the Senior Group II Notes, the Class IIM-1 Notes or the Class IIM-2 Notes under clauses (ix), (x) and (xi) above, respectively;
(xiii) to pay the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer any unpaid expenses and other reimbursable amounts owed to the Indenture Trustee, the Owner Trustee, the Administrator or the Master Servicer with respect to the Group II Notes; and
(xiv) to pay to the Class IIA-1 Notes any applicable unpaid Interest Carry-Forward Amounts together with interest thereon;
(xv) to pay to the Class IIM-1 Notes any applicable unpaid Interest Carry-Forward Amounts together with interest thereon;
(xvi) to pay to the Class IIM-2 Notes any applicable unpaid Interest Carry-Forward Amounts together with interest thereon;
(xvii) to pay to the Class IIB-1 Notes any applicable unpaid Interest Carry-Forward Amounts together with interest thereon;
(xviii) to reimburse the Class IIM-1 Notes any applicable Deferred Amount;
(xix) to reimburse the Class IIM-2 Notes any applicable Deferred Amount;
(xx) to reimburse the Class IIB-1 Notes any applicable Deferred Amount;
(xxi) to the Group I Notes, for application of clause (v) under Section 3.05(a), in each case after giving effect to payments made from Group I with respect to such Payment Date; and
(xxii) any remaining amounts to the Holders of the Certificates. Notwithstanding the foregoing, on the Legal Final Payment Date for a Class of Group II Notes, the amounts to be paid pursuant to clause (b)(iv) above shall be equal to the aggregate of the Offered Note Balances immediately prior to such Payment Date for such Class with a Legal Final Payment Date on such Payment Date plus any unpaid Interest Carry-Forward Amount with interest thereon. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the purpose payment of distributing any tax that is legally owed by the Issuer; provided, that such funds authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the Certificateholder.
(c) The appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this paragraph. Amounts paid to Noteholders shall be paid to in respect of the Notes Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (c) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record DateDate by check or money order mailed to the address of such Noteholder reflected in the Note Register or upon the request of a Holder, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities’s Notes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fc) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1 and A-2. All principal payments on the Offered Notes and the Variable Funding Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than after payment of the amounts deposited constituting prepayment chargesdescribed in Section 6.07), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitledRemittance Amount, as in the order of priority set forth in this Section 3.05.
(b) On each Payment Date, payments shall be made from the statements delivered Remittance Amount in the following priority, in each case to the Indenture Trustee extent of the then remaining Remittance Amount:
(i) first, to the Class A-1, Class A-2 Notes and the Class A-IO Notes, pro rata, Current Interest and any Carryforward Interest for each such Payment Date;
(ii) second, to the Class M-1 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date;
(iii) third, to the Class M-2 Notes, Current Interest and any Carryforward Interest for such class and such Payment Date; and
(iv) fourth, to the Class B Notes, Current Interest and any Carryforward Interest for such class and such Payment Date.
(c) On each Payment Date that is prior to the Stepdown Date, or if a Trigger Event has occurred and is continuing, the remaining Remittance Amount after payments made pursuant to Section 4.01 of 3.05(b) above, not to exceed the Servicing AgreementPrincipal Payment Amount, as set forth below shall be distributed in the following order of priority:
(i) first, to the Credit EnhancerClass A-1 and Class A-2 Notes, pro rata, based on each such Class's related Class Principal Balance relative to the Premium for aggregate Class Principal Balances of the Credit Enhancement InstrumentClass A-1 and Class A-2 Notes, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in until the Insurance Agreement)aggregate Class Principal Balances of the Class A-1 and Class A-2 Notes has been reduced to zero;
(ii) second, to the NoteholdersClass M-1 Notes, Accrued Note Interest for until the Class Principal Balance of such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowClass has been reduced to zero;
(iii) third, to the Noteholders Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero; and
(iv) fourth, to the Class B Notes, until the Class Principal Balance of such Class has been reduced to zero.
(d) On each Payment Date, on or after the Stepdown Date and provided that no Trigger Event has occurred and is continuing, the remaining Remittance Amount after payments made pursuant to Section 3.05(b) and (c) above, not to exceed the Principal Payment Amount, shall be distributed as principal on follows:
(i) first to the Class A-1 Notes and Class A-2 Notes, the Senior Principal Collection Payment Amount for pro rata, based on each such Payment Date, in class's related Class Principal Balance relative to the order described in Section 3.05(f) belowaggregate Class Principal Balances of the Class A-1 and Class A-2 Notes, until the Note aggregate Class Principal Balances thereof of the Class A-1 and Class A-2 Notes have been reduced to zero;
(ivii) second, to the Noteholders as principal on the Class M-1 Notes, the Liquidation Loss Class M-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero;
(iii) third, to the Class M-2 Notes, the Class M-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; and
(iv) fourth, to the Class B Notes, the Class B Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero.
(e) On each Payment Date, the Monthly Excess Cashflow shall be distributed in the following order described in Section 3.05(fof priority:
(i) belowon the first Payment Date, to the Certificate Paying Agent, 100% of the Monthly Excess Cashflow;
(ii) (A) on each Payment Date prior to the Stepdown Date, or if a Trigger Event has occurred and is continuing, until the aggregate Note Balance of the Notes equals the Aggregate Loan Balance for such Payment Date minus the Targeted Overcollateralization Amount for such date, in the following order of priority:
(1) first, to the Class A-1 and Class A-2 Notes, pro rata, based on each such class's related Class Principal Balance relative to the aggregate Class Principal Balances thereof of the Class A-1 and Class A-2 Notes, until the aggregate Class Principal Balances of the Class A-1 and Class A-2 Notes have been reduced to zero;
(v2) second, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Class M-1 Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have Class Principal Balance of such Class has been reduced to zero;
(vii3) third, to the Credit EnhancerClass M-2 Notes, any other amounts owed until the Class Principal Balance of such Class has been reduced to the Credit Enhancer pursuant to the Insurance Agreementzero; and
(viii4) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agentfourth, on behalf of the holders of the Certificates;
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 B Notes, in that order, in each case until the outstanding Note Class Principal Balance thereof of such Class has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (CSFB Acceptance Corp Home Equity Loan Back Notes Ser 2003-A)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than after payment of the amounts deposited constituting prepayment chargesdescribed in Section 6.07 and including any amounts transferred to the Payment Account from the Pre-Funding Account and/or the Capitalized Interest Account pursuant to Section 3 of the Loan Purchase Agreement), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitledRemittance Amount, as in the order of priority set forth in this Section 3.05.
(b) On each Payment Date, payments shall be made from the statements delivered Remittance Amount in the following priority, in each case to the Indenture Trustee extent of the then remaining Remittance Amount:
(i) first, to the Class A Notes, pro rata, Current Interest and any Carryforward Interest for such Class for such Payment Date;
(ii) second, to the Class M-1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date;
(iii) third, to the Class M-2 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date;
(iv) fourth, to the Class B-1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date and
(v) fifth, to the Class B-2 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date.
(c) On each Payment Date that is prior to the Stepdown Date, or if a Trigger Event has occurred and is continuing, the remaining Remittance Amount after payments made pursuant to Section 4.01 of 3.05(b) above, not to exceed the Servicing AgreementPrincipal Payment Amount, as set forth below shall be distributed in the following order of priority:
(i) to the Credit Enhancerfirst, the Premium for the Credit Enhancement Instrumentconcurrently, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(iii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest Principal Payment Amount will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1A-1 Notes, until the Class A-2Principal Balance thereof has been reduced to zero, and (ii) the Class A-2/3 Principal Payment Amount will be distributed sequentially to the Class A-2 Notes and Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Class Principal Balance thereof has been reduced to zero;
(ii) second, to the Class M-1 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(iii) third, to the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(iv) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and
(v) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero.
(gd) The Note Balance of On each Note shall be due Payment Date, on or after the Stepdown Date and payable in full on provided that no Trigger Event has occurred and is continuing, the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal remaining Remittance Amount after payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c3.05(b) of and (c) above, not to exceed the Servicing Agreement) of the Final Insured Principal Payment Date for the Notes or other final Payment DateAmount, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specifybe distributed as follows:
(i) first, concurrently, (i) the Class A-1 Senior Principal Payment Amount will be distributed to the Class A-1 Notes, until the Class Principal Balance thereof has been reduced to zero, and (ii) the Class A-2/3 Senior Principal Payment Amount will be distributed sequentially to the Class A-2 Notes and Class A-3 Notes, in that order, in each case until the Record Date otherwise applicable Class Principal Balance thereof has been reduced to such Payment Date is not applicablezero;
(ii) that second, to the Class M-1 Notes, the Class M-1 Principal Payment Amount for such payment of date, until the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender Class Principal Balance of such Note and shall specify Class has been reduced to zero;
(iii) third, to the place where such Note may be presented and surrendered Class M-2 Notes, the Class M-2 Principal Payment Amount for such final paymentpayment date, until the Class Principal Balance of such Class has been reduced to zero;
(iv) fourth, to the Class B-1 Notes, the Class B-1 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero; and
(iiiv) fifth, to the Class B-2 Notes, the Class B-2 Principal Payment Amount for such payment date, until the Class Principal Balance of such Class has been reduced to zero.
(e) On each Payment Date, the Monthly Excess Cashflow shall be distributed in the following order of priority:
(i) on the first Payment Date, to the Certificate Paying Agent, 100% of the Monthly Excess Cashflow;
(ii) (A) on each Payment Date prior to the Stepdown Date, or if a Trigger Event has occurred and is continuing, the amount of any Overcollateralization Deficiency shall be distributed in the following order of priority:
(1) first, concurrently, (i) the Class A-1 Monthly Excess Cashflow Payment Amount will be distributed to the Class A-1 Notes, until the Class Principal Balance thereof has been reduced to zero, and (ii) the Class A-2/3 Monthly Excess Cashflow Payment Amount will be distributed sequentially to the Class A-2 Notes and Class A-3 Notes, in that order, in each case until the Class Principal Balance thereof has been reduced to zero;
(2) second, to the Class M-1 Notes, until the Class Principal Balance of such final paymentClass has been reduced to zero;
(3) third, if knownto the Class M-2 Notes, until the Class Principal Balance of such Class has been reduced to zero;
(4) fourth, to the Class B-1 Notes, until the Class Principal Balance of such Class has been reduced to zero; and
(5) fifth, to the Class B-2 Notes, until the Class Principal Balance of such Class has been reduced to zero.
Appears in 1 contract
Samples: Indenture (Home Equity Loan-Backed Notes Series 2003-D)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date Distribution Date, upon receipt of written instructions from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay Master Servicer pursuant to the Noteholders, the Certificate Paying Agent on behalf Section 4.05(d) of the Certificateholder Sale and to other Persons the amounts to which they are entitledServicing Agreement, as set forth in the statements delivered to the Indenture Trustee pursuant shall apply the Available Funds for such Distribution Date to Section 4.01 of make the Servicing Agreement, as set forth below following payments and deposits in the following order of priority:
(i) to the Credit EnhancerMaster Servicer, the Premium Servicing Fee for the Credit Enhancement Instrument, related Collection Period plus any unpaid Premium from Servicing Fee with respect to one or more prior Collection Periods; provided, however, that to the extent the Master Servicer fails to pay the Subservicer the related Subservicer Fee pursuant to Section 3.09 of the Sale and Servicing Agreement, including any unpaid Subservicer Fee with respect to one or more prior Payment Date (with interest thereon as provided in Collection Periods, an amount equal to the Insurance Agreement)lesser of the amount otherwise payable to the Master Servicer and the amount owing to the Subservicer will instead be paid to the Subservicer and the remainder of such amount if any, will be paid to the Master Servicer;
(ii) to the NoteholdersNote Distribution Account, Accrued the Note Interest for such Payment Date, on a pro rata basis, based on Distributable Amount to be distributed to the amount of Accrued Note Noteholders at their respective Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowRates;
(iii) to the Noteholders Certificate Distribution Account, so long as principal on the Notesmaturity of the Notes has not been accelerated pursuant to Section 5.02, the Principal Collection Payment Amount for such Payment DateCertificate Interest Distributable Amount; provided, in however, if an Event of Default has occurred and the order described in Section 3.05(f) below, until the Note Balances thereof Notes have been reduced to zeroaccelerated, amounts in this clause will instead be paid under clause (v);
(iv) to the Noteholders as principal on the NotesNote Distribution Account, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroPrincipal Distributable Amount;
(v) if the maturity of the Notes has been accelerated after an Event of Default pursuant to Section 5.02, to the Credit EnhancerCertificate Distribution Account, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement)Certificate Interest Distributable Amount;
(vi) to the Noteholders as principal on the NotesCertificate Distribution Account, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroCertificate Monthly Principal Distributable Amount;
(vii) to the Credit EnhancerInsurer, the Insurance Premium for such Distribution Date plus any overdue Insurance Premiums for previous Distribution Dates;
(viii) to the Insurer, the Unreimbursed Insurance Payments;
(ix) if the Notes have been declared immediately due and payable following an Event of Default pursuant to Section 5.02, to the Note Distribution Account, an amount equal to the Note Balance as of such Distribution Date (before giving effect to the application of Available Funds on such Distribution Date) minus the Note Principal Distributable Amount for such Distribution Date, paid pro rata on all classes of Notes until they have been paid in full;
(x) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund to the Required Reserve Fund Balance;
(xi) to the Subservicer, any other amounts owed remaining unpaid Subservicer Fee for the related Collection Period plus any remaining unpaid Subservicer Fee with respect to the Credit Enhancer pursuant to the Insurance Agreementone or more prior Collection Periods; and
(viiixii) to the Seller, as holder of the Residual Interest, any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;Available Funds.
(b) The principal of each Note shall be payable in installments on each Distribution Date in an aggregate amount (unless the Notes have been declared immediately due and payable following an Event of Default) for all Classes of Notes equal to the Note Principal Distributable Amount for such Distribution Date. On each Payment Distribution Date (unless the Notes have been declared immediately due and payable following an Event of Default), upon receipt of instructions from the Master Servicer pursuant to Section 4.05(d) of the Sale and Servicing Agreement, the Indenture Trustee shall apply or cause to be applied the amount on deposit in the Note Distribution Account on such Distribution Date to make the following payments in the following order of priority:
(i) to the Holders of each Class of Notes, the portion of the Note Interest Distributable Amount payable to such Class for such Distribution Date;
(ii) to the Class A-1 Noteholders, the Note Principal Distributable Amount for that Distribution Date until the principal amount of the Class A-1 Notes has been paid in full;
(iii) following payment in full of the Class A-1 Notes, to the Class A-2 Noteholders, the Note Principal Distributable Amount for that Distribution Date until the principal amount of the Class A-2 Notes has been paid in full;
(iv) following payment in full of the Class A-2 Notes, to the Class A-3 Noteholders, the Note Principal Distributable Amount for that Distribution Date until the principal amount of the Class A-3 Notes has been paid in full; and
(v) following payment in full of the Class A-3 Notes, to the Class A-4 Noteholders, the Note Principal Distributable Amount for that Distribution Date until the principal amount of the Class A-4 Notes has been paid in full. If the amount on deposit in the Note Distribution Account (including any portion of the Reserve Fund Draw Amount or the Policy Claim Amount included in such amount) on any Distribution Date is less than the amount described in clause (i) above for such Distribution Date, the Certificate Paying Agent Indenture Trustee shall deposit in pay the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds available amount to the CertificateholderHolders of each Class of Notes pro rata based on the Note Interest Distributable Amount payable to such Class on such Distribution Date.
(c) The amounts unpaid principal amount, to the extent not previously paid to Noteholders of the (i) Class A-1 Notes shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue due and payable on the Notes (other than the Class A-1 Final Distribution Date, (ii) the Class A-2 Notes shall be due and payable on the Class A-2 Final Distribution Date, (iii) the Class A-3 Notes shall be due and payable on the Class A-3 Final Distribution Date and (iv) the Class A-4 shall be due and payable on the Class A-4 Final Distribution Date.
(d) Each Class of Notes shall accrue interest during each Interest Period at the related Interest Rate, and such interest shall be due and payable on each Distribution Date. Interest on the Class A-1 Notes shall be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-2 Notes) , the Class A-3 Notes and the Class A-4 Notes shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the NotesSubject to Section 3.01, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Distribution Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each Holder of record the Person in whose name such Note (or one or more Predecessor Notes) is registered on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding related Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order mailed first-class postage prepaid to such Noteholder mailed to such HolderPerson's address as it appears in on the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's SecuritiesRecord Date; provided, however, that that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Indenture Trustee shall not pay to Record Date in the name of the nominee of the Clearing Agency (initially, such Holders any amount required nominee to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iiiCede & Co.), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes payment shall be made by wire transfer in immediately available funds to the Noteholders entitled thereto in accordance with the Percentage Interests represented account designated by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuernominee, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date and except for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders installment of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due payable with respect to such Note at the Final Insured Payment on a Distribution Date or other on the related Class Final Distribution Date (and except for the Redemption Price for any Note called for redemption in whole pursuant to Section 10.01(a) or (b)), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. The Indenture Trustee shall pay all Note Interest Distributable Amount for any Distribution Date to the Holders of the Notes on the related Record Date even if a portion of such Note Interest Distributable Amount relates to an earlier Distribution Date.
(e) All principal and interest payments on a Class of Notes shall be made pro rata to the Holders of such Class. Except as otherwise provided herein, the Indenture Trustee shall, before the Distribution Date on which the Issuer expects to pay the final Payment installment of principal of and interest on any Note, notify the Holder of such Note as of the related Record Date will of such final installment. Such notice shall be mailed or transmitted by facsimile and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such final paymentinstallment. Notices in connection with redemption of Notes shall be mailed to Noteholders as provided in Section 10.02.
(f) Notwithstanding the foregoing, the unpaid principal amount of the Notes shall be due and payable, to the extent not previously paid, on the date on which the Notes have been declared immediately due and payable following an Event of Default. On each Distribution Date following acceleration of the Notes, upon receipt of instructions from the Master Servicer pursuant to Section 4.05(d) of the Sale and Servicing Agreement, the Indenture Trustee shall apply or cause to be applied the amount on deposit in the Note Distribution Account on such Distribution Date to make the following payments in the following order of priority:
(i) to the Holders of each Class of Notes, the portion of the Note Interest Distributable Amount payable to such Class for such Distribution Date; and
(iiiii) to the Holders of each Class of Notes, the amount remaining on deposit in the Note Distribution Account on such Distribution Date pro rata based on the outstanding principal amount of such Class as of such Distribution Date.
(g) If the amount on deposit in the Note Distribution Account (including any portion of the Reserve Fund Draw Amount or the Policy Claim Amount included in such final paymentamount) on any Distribution Date following acceleration of the Notes is less than the amount described in Section 2.07(f)(i) for such Distribution Date, if knownthe Indenture Trustee shall pay the available amount to the Holders of each Class of Notes pro rata based on the Note Interest Distributable Amount payable to such Class on such Distribution Date.
(h) The Indenture Trustee shall transfer amounts from the Reserve Fund, deposit amounts transferred from the Reserve Fund, submit claims under the Insurance Policy and deposit amounts drawn under the Insurance Policy, in each case at the written direction of the Master Servicer and on behalf of the Noteholders and the Certificateholders, in accordance with the Sale and Servicing Agreement.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. INTEREST PAYMENTS
(aI) On each Payment Date from amounts on deposit in the Payment Account (other than Account, after withdrawal of any amounts deposited constituting prepayment charges)owed to the Indenture Trustee, the PMI Insurer or the Owner Trustee pursuant to Section 6.07, the Paying Agent shall pay withdraw from the Payment Account the Interest Remittance Amount with respect to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder Group I Mortgage Loans and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below apply it in the following order of prioritypriority (based upon the Group I Mortgage Loan information provided to it in the Remittance Report, upon which the Indenture Trustee may conclusively rely), and the calculations required to be made by the Indenture Trustee, to the extent available:
(i) concurrently, to the Class IA-IO and Class IA-1 Notes, PRO RATA, the applicable Accrued Note Interest thereon for such Payment Date;
(ii) concurrently, to the Class IA-IO and Class IA-1 Notes, PRO RATA, the applicable Interest Carry Forward Amount for the Class IA-IO and Class IA-1 Notes, respectively;
(iii) to the Class IM-1 Notes, the Accrued Note Interest thereon for such Payment Date;
(iv) to the Class IM-2 Notes, the Accrued Note Interest thereon for such Payment Date;
(v) to the Class IB-1 Notes, the Accrued Note Interest thereon for such Payment Date; and
(vi) the amount, if any, of the Interest Remittance Amount relating to the Group I Mortgage Loans remaining after application with respect to the priorities set forth above will be applied as described under clause (I) of MONTHLY EXCESS CASHFLOW PAYMENTS below.
(II) On each Payment Date from amounts on deposit in the Payment Account, after withdrawal of any amounts owed to the Indenture Trustee, the PMI Insurer or the Owner Trustee pursuant to Section 6.07, the Paying Agent shall withdraw from the Payment Account the Interest Remittance Amount with respect to the Group II Mortgage Loans and apply it in the following order of priority (based upon the Group II Mortgage Loan information provided to it in the Remittance Report, upon which the Indenture Trustee may conclusively rely), and the calculations required to be made by the Indenture Trustee, to the extent available:
(i) to the Credit EnhancerClass IIA-1 Notes, the Premium applicable Accrued Note Interest thereon for the Credit Enhancement Instrument, plus any unpaid Premium from any prior such Payment Date (with interest thereon as provided in the Insurance Agreement)Date;
(ii) to the NoteholdersClass IIA-1 Notes, Accrued Note the applicable Interest Carry Forward Amount for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowClass IIA-1 Notes;
(iii) to the Noteholders as principal on the Class IIM-1 Notes, the Principal Collection Payment Amount Accrued Note Interest thereon for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Class IIM-2 Notes, the Liquidation Loss Payment Amount Accrued Note Interest thereon for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit EnhancerClass IIB-1 Notes, to reimburse it the Accrued Note Interest thereon for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement);such Payment Date; and
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principalamount, if any, payable on any Note that is punctually paid or duly provided for by of the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory Interest Remittance Amount relating to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due Group II Mortgage Loans remaining after application with respect to such Note at the Final Insured Payment Date or other final Payment Date priorities set forth above will be payable only upon presentation and surrender applied as described under clause (II) of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if knownMONTHLY EXCESS CASHFLOW PAYMENTS below.
Appears in 1 contract
Samples: Indenture (C-Bass Mortgage Loan as-BCK Nt Sal Mort Ln Tr Ser 2001-Cb4)
Payment of Principal and Interest; Defaulted Interest. (aI) On each Payment Date from amounts on deposit in the Payment Account with respect to the Group I Loans (other than amounts deposited constituting in the nature of prepayment charges), the Paying Agent shall pay to the Class I Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-I Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Credit EnhancerClass I Noteholders, on a pro rata basis in accordance with their respective Interest Distribution Amounts, the Premium Interest Distribution Amount for each Class of the Credit Enhancement Instrument, plus any unpaid Premium from any prior Class I Notes for such Payment Date (with interest thereon as provided in the Insurance Agreement)Date;
(ii) second, to the Class I Noteholders, Accrued Note Interest as principal on the Class I Notes, the Principal Collection Distribution Amount for such Payment Date, on a pro rata basis, based on Date to be allocated to the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto Class I Notes as provided described in Section 3.05(d3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(iii) third, to the Noteholders Class I Noteholders, as principal on the Class I Notes, the Principal Collection Payment Liquidation Loss Distribution Amount with respect to the Group I Loans for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(iv) fourth, to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Amount amount of the premium for such Payment Datethe Group I Policy and any previously unpaid premiums for the Group I Policy, with interest thereon as provided in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroInsurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument Group I Policy (other than for any Excess Loss Amounts) with interest thereon as provided in the Insurance Agreement);
(vi) sixth, to the Noteholders Class I Noteholders, as principal on the Class I Notes, the Reserve Group I Overcollateralization Increase Amount Amount, if any, for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement and related to the Class I Notes;
(viii) eighth, to the Class I Noteholders, any Prepayment Interest Shortfalls for such Payment Date allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, and any Prepayment Interest Shortfalls allocated to the Class I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount from the date the shortfall was allocated at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Prepayment Interest Shortfalls allocated thereto and remaining unpaid;
(ix) ninth, to the Class I Noteholders, their respective amounts of Group I Net WAC Cap Shortfalls for such Payment Date, if any, and respective amounts of Group I Net WAC Cap Shortfalls for any previous Payment Date and not previously paid, if any, plus interest on any previously unpaid amount from the date of the shortfall at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Group I Net WAC Cap Shortfalls remaining unpaid (after giving effect, in the case of the Class A-I-1 Notes, to payments made pursuant to the Yield Maintenance Agreement);
(x) tenth, to the Class I Noteholders, any Relief Act Shortfalls with respect to the Group I Loans incurred during the related Collection Period allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, on a pro rata basis in accordance with the respective amounts of Relief Act Shortfalls so allocated;
(xi) eleventh, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiixii) twelfth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Group I Certificates and any amounts constituting in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the CertificatesClass SB-I Certificates and the REMIC II Regular Interests SB-PO and SB-IO;
(ba) On each Payment Date(I) (i) through (iii), the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(cvi) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes and (other than the Class A-1 Notesviii) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year through (x) that are due and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date have been paid and (y) pursuant to such Holder's Securities; provided, however, that clause 3.05(a)(I) (v) will not be paid until the Indenture Trustee shall not pay to such Holders any full amount required to be withheld from a payment to such Holder by the Code.of interest and principal in accordance with clauses 3.05
(fa) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (ivI) (i) through (iii) and (vi) above plus amounts drawn that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Credit Enhancement Instrument in respect of principal shall be distributed Class I Notes on each Payment Date pursuant to clause 3.05(a)(I)(iii) above will include the pro rata portion allocable to the Class A-1I Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, Class A-2to the extent not otherwise covered by a Liquidation Loss Distribution Amount, Class A-3 and Class A-4 Notes, in that order, in each case until a reduction of the Group I Overcollateralization Amount or a draw on the Group I Policy (up to the outstanding Note Security Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on thereof). On the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Scheduled Payment Date or other final Payment Date for the Class I Notes, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Class I Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group I Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (vi) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group I Loans will be applied first, to pay the Interest Distribution Amount for the Class I Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class I Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and then in accordance with the priorities set forth in clauses (iv) through (xii) above.
(II) On each Payment Date from amounts on deposit in the Payment Account with respect to Group II Loans (other than amounts deposited in the nature of prepayment charges), the Paying Agent shall specifypay to the Class II Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-II Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) that first, to the Record Date otherwise applicable to Class A-II Noteholders and the Variable Funding Noteholders, the Interest Distribution Amount for the Class A-II Notes and the Variable Funding Notes for such Payment Date is not applicableDate, on a pro rata basis in accordance with their respective Interest Distribution Amounts;
(ii) that payment of second, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal amount on the Class A-II Notes and any interest due Variable Funding Notes, the Principal Collection Distribution Amount with respect to the Class A-II Notes and the Variable Funding Notes for such Note Payment Date, on a pro rata basis in accordance with the outstanding Security Balances thereof;
(iii) third, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal on the Class A-II Notes and Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Liquidation Loss Distribution Amount with respect to the Group II Loans for such Payment Date;
(iv) fourth, to the Credit Enhancer, the amount of the premium for the Group II Policy and any previously unpaid premiums for the Group II Policy, with interest thereon as provided in the Insurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Group II Policy (other than for any Excess Loss Amounts) related to payments of principal and interest on the Class A-II Notes and the Variable Funding Notes with interest thereon as provided in the Insurance Agreement;
(vi) sixth, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal on the Class A-II Notes and the Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Group II Overcollateralization Increase Amount, if any, for such Payment Date;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement and related to the Class II Notes;
(viii) eighth, to the Class A-II Noteholders and the Variable Funding Noteholders, any Group II Net WAC Cap Shortfalls for that Payment Date and any Group II Net WAC Cap Shortfalls for previous Payment Dates and not previously paid (together with interest thereon at the Note Rate for the related Class of Class II Notes (as adjusted from time to time)), on a pro rata basis in accordance with the respective amounts of Group II Net WAC Cap Shortfalls allocated to each such Class for such Payment Date and any previous Payment Dates not previously paid (with interest thereon);
(ix) ninth, to pay to the holders of the Class A-II Notes and the Variable Funding Notes, pro rata, any Relief Act Shortfalls with respect to the Group II Loans incurred during the related Collection Period;
(x) tenth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(xi) eleventh, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Class SB-II Certificates and any amounts in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB-II Certificates;
(a) (II) (i) through (iii), (vi) and (viii) through (ix) that are due and required to be paid on such Payment Date have been paid and (y) pursuant to clause 3.05(a)(II) (v) will not be paid until the full amount of interest and principal in accordance with clauses 3.05
(a) (II) (i) through (iii) and (vi) that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Class II Notes on each Payment Date pursuant to clause 3.05(a)(II)(iii) above will include the pro rata portion allocable to the Class II Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Group II Overcollateralization Amount or a draw on the Group II Policy (up to the outstanding Security Balance thereof). On the Final Insured Scheduled Payment Date or other final Payment Date will for the Class II Notes, the amount to be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
paid pursuant to clause (iii) above shall be equal to the amount Security Balances of any the Class II Notes immediately prior to such final paymentPayment Date. Notwithstanding anything herein to the contrary, if knownthe final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group II Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (iv) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group II Loans will be applied first, to pay the Interest Distribution Amount for the Class A-II Notes and Variable Funding Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class A-II Notes and Variable Funding Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and then in accordance with the priorities set forth in clauses (iv) through (xi) above.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (aI) On each Payment Date from amounts on deposit in the Payment Account with respect to the Group I Loans (other than amounts deposited constituting in the nature of prepayment charges), the Paying Agent shall pay to the Class I Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-I Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Credit EnhancerClass I Noteholders, on a pro rata basis in accordance with their respective Interest Distribution Amounts, the Premium Interest Distribution Amount for each Class of the Credit Enhancement Instrument, plus any unpaid Premium from any prior Class I Notes for such Payment Date (with interest thereon as provided in the Insurance Agreement)Date;
(ii) second, to the Class I Noteholders, Accrued Note Interest as principal on the Class I Notes, the Principal Collection Distribution Amount for such Payment Date, on a pro rata basis, based on Date to be allocated to the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto Class I Notes as provided described in Section 3.05(d3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(iii) third, to the Noteholders Class I Noteholders, as principal on the Class I Notes, the Principal Collection Payment Liquidation Loss Distribution Amount with respect to the Group I Loans for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(iv) fourth, to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Amount amount of the premium for such Payment Datethe Group I Policy and any previously unpaid premiums for the Group I Policy, with interest thereon as provided in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroInsurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument Group I Policy (other than for any Excess Loss Amounts) with interest thereon as provided in the Insurance Agreement);
(vi) sixth, to the Noteholders Class I Noteholders, as principal on the Class I Notes, the Reserve Group I Overcollateralization Increase Amount Amount, if any, for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance AgreementAgreement and related to the Class I Notes;
(viii) eighth, to the Class I Noteholders, any Prepayment Interest Shortfalls for such Payment Date allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, and any Prepayment Interest Shortfalls allocated to the Class I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount from the date the shortfall was allocated at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Prepayment Interest Shortfalls allocated thereto and remaining unpaid;
(ix) ninth, to the Class I Noteholders, their respective amounts of Group I Net WAC Cap Shortfalls for such Payment Date, if any, and respective amounts of Group I Net WAC Cap Shortfalls for any previous Payment Date and not previously paid, if any, plus interest on any previously unpaid amount from the date of the shortfall at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Group I Net WAC Cap Shortfalls remaining unpaid;
(x) tenth, to the Class I Noteholders, any Relief Act Shortfalls with respect to the Group I Loans incurred during the related Collection Period allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, on a pro rata basis in accordance with the respective amounts of Relief Act Shortfalls so allocated; and
(viiixi) eleventh, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Group I Certificates and any amounts constituting in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the CertificatesClass SB-I Certificates and the REMIC II Regular Interests SB-PO and SB-IO;
(ba) On each Payment Date(I) (i) through (iii), the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(cvi) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes and (other than the Class A-1 Notesviii) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year through (x) that are due and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date have been paid and (y) pursuant to such Holder's Securities; provided, however, that clause 3.05(a)(I) (v) will not be paid until the Indenture Trustee shall not pay to such Holders any full amount required to be withheld from a payment to such Holder by the Code.of interest and principal in accordance with clauses 3.05
(fa) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (ivI) (i) through (iii) and (vi) above plus amounts drawn that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Credit Enhancement Instrument in respect of principal shall be distributed Class I Notes on each Payment Date pursuant to clause 3.05(a)(I)(iii) above will include the pro rata portion allocable to the Class A-1I Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount with respect to the Class A-2, Class A-3 and Class A-4 I Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf a reduction of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Group I Overcollateralization Amount on such Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior a draw on the Group I Policy (up to the outstanding Security Balance thereof). On the Final Insured Scheduled Payment Date or other final Payment Date for the Class I Notes, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Class I Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group I Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (vi) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group I Loans will be applied first, to pay the Interest Distribution Amount for the Class I Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class I Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and then in accordance with the priorities set forth in clauses (iv) through (xii) above.
(II) On each Payment Date from amounts on deposit in the Payment Account with respect to Group II Loans (other than amounts deposited in the nature of prepayment charges), the Paying Agent shall specifypay to the Class II Noteholders, the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-II Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) that first, to the Record Date otherwise applicable to Class A-II Noteholders and the Variable Funding Noteholders, the Interest Distribution Amount for the Class A-II Notes and the Variable Funding Notes for such Payment Date is not applicableDate, on a pro rata basis in accordance with their respective Interest Distribution Amounts;
(ii) that payment of second, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal amount on the Class A-II Notes and any interest due Variable Funding Notes, the Principal Collection Distribution Amount with respect to the Class A-II Notes and the Variable Funding Notes for such Note Payment Date, on a pro rata basis in accordance with the outstanding Security Balances thereof;
(iii) third, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal on the Class A-II Notes and Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Liquidation Loss Distribution Amount with respect to the Group II Loans for such Payment Date;
(iv) fourth, to the Credit Enhancer, the amount of the premium for the Group II Policy and any previously unpaid premiums for the Group II Policy, with interest thereon as provided in the Insurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Group II Policy (other than for any Excess Loss Amounts) related to payments of principal and interest on the Class A-II Notes and the Variable Funding Notes with interest thereon as provided in the Insurance Agreement;
(vi) sixth, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal on the Class A-II Notes and the Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Group II Overcollateralization Increase Amount, if any, for such Payment Date;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement and related to the Class II Notes;
(viii) eighth, to the Class A-II Noteholders and the Variable Funding Noteholders, any Group II Net WAC Cap Shortfalls for that Payment Date and any Group II Net WAC Cap Shortfalls for previous Payment Dates and not previously paid (together with interest thereon at the Note Rate for the related Class of Class II Notes (as adjusted from time to time)), on a pro rata basis in accordance with the respective amounts of Group II Net WAC Cap Shortfalls allocated to each such Class for such Payment Date and any previous Payment Dates not previously paid (with interest thereon);
(ix) ninth, to pay to the holders of the Class A-II Notes and the Variable Funding Notes, pro rata, any Relief Act Shortfalls with respect to the Group II Loans incurred during the related Collection Period; and
(x) tenth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Class SB-II Certificates and any amounts in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB-II Certificates;
(a) (II) (i) through (iii), (vi) and (viii) through (ix) that are due and required to be paid on such Payment Date have been paid and (y) pursuant to clause 3.05(a)(II) (v) will not be paid until the full amount of interest and principal in accordance with clauses 3.05
(a) (II) (i) through (iii) and (vi) that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Class II Notes on each Payment Date pursuant to clause 3.05(a)(II)(iii) above will include the pro rata portion allocable to the Class II Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount with respect to the Class II Notes, a reduction of the Group II Overcollateralization Amount on such Payment Date or a draw on the Group II Policy (up to the outstanding Security Balance thereof). On the Final Insured Scheduled Payment Date or other final Payment Date will for the Class II Notes, the amount to be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
paid pursuant to clause (iii) above shall be equal to the amount Security Balances of any the Class II Notes immediately prior to such final paymentPayment Date. Notwithstanding anything herein to the contrary, if knownthe final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group II Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (iv) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group II Loans will be applied first, to pay the Interest Distribution Amount for the Class A-II Notes and Variable Funding Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class A-II Notes and Variable Funding Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and then in accordance with the priorities set forth in clauses (iv) through (xi) above.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account resulting from Interest Collections, Principal Collections and prepayment charges with respect to the Mortgage Loans and investment earnings on amounts on deposit in the Trustee Collection Account (other than amounts deposited constituting prepayment chargesafter the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of shall apply the Servicing Agreement, as set forth below following amounts in the following order of priority, in accordance with the Monthly Statement:
(i) to pay prepayment charges which have been collected on the Credit Enhancer, Mortgage Loans to the Premium for Holders of the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement)Certificates;
(ii) to pay the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on Indenture Trustee the amount of Accrued Note Interest for such Payment Date, plus Trustee Fee and any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in other reimbursable expenses pursuant to Section 3.05(d) below6.07;
(iii) to pay the Noteholders accrued and unpaid interest due on the Notes at their respective Note Rates as follows:
(A) first, to the Senior Notes on a pro rata basis in accordance with the amount of accrued interest due thereon;
(B) second, to the Class M-1 Notes;
(C) third, to the Class M-2 Notes;
(D) fourth, to the Class B-1 Notes;
(E) fifth, to the Class B-2 Notes; and
(F) sixth, to the Class B-3 Notes;
(iv) to pay as principal on the Notes, an amount equal to the Principal Collection Payment Distribution Amount for such that Payment Date, as follows:
(A) first, to the Senior Notes, in the order described manner set forth in Section 3.05(f3.26(b) belowuntil the aggregate Note Balance of the Senior Notes has been reduced to zero, the Senior Principal Distribution Amount;
(B) second, to the Class M-1 Notes, until the Note Balances thereof have Balance of the Class M-1 Notes has been reduced to zero, the Class M-1 Principal Distribution Amount;
(ivC) third, to the Noteholders as principal on the Class M-2 Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have Balance of the Class M-2 Notes has been reduced to zero, the Class M-2 Principal Distribution Amount;
(D) fourth, to the Class B-1 Notes, until the Note Balance of the Class B-1 Notes has been reduced to zero, the Class B-1 Principal Distribution Amount;
(E) fifth, to the Class B-2 Notes, until the Note Balance of the Class B-2 Notes has been reduced to zero, the Class B-2 Principal Distribution Amount; and
(F) sixth, to the Class B-3 Notes, until the Note Balance of the Class B-3 Notes has been reduced to zero, the Class B-3 Principal Distribution Amount;
(v) to the Credit Enhancer, to reimburse it for prior draws made pay as principal on the Credit Enhancement Instrument (with interest thereon as provided Senior Notes, in the Insurance Agreementmanner set forth in Section 3.26(b), until the aggregate Note Balance of the Senior Notes has been reduced to the Senior Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date;
(vi) to the Noteholders pay as principal on the Class M-1 Notes, until the Reserve Increase Note Balance of the Class M-1 Notes has been reduced to the Class M-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date, in to the order described in Section 3.05(fextent not distributed to the holders of the Senior Notes under clause (v) below, until the Note Balances thereof have been reduced to zeroabove;
(vii) to pay as principal on the Credit EnhancerClass M-2 Notes, until the Note Balance of the Class M-2 Notes has been reduced to the Class M-2 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date, to the extent not distributed to the holders of the Senior Notes or the Class M-1 Notes under clauses (v) and (vi) above, respectively;
(viii) to pay as principal on the Class B-1 Notes, until the Note Balance of the Class B-1 Notes has been reduced to the Class B-1 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the mortgage loans for such Payment Date, to the extent not distributed to the holders of the Senior Notes, the Class M-1 Notes or the Class M-2 Notes under clauses (v), (vi) and (vii) above, respectively;
(ix) to pay as principal on the Class B-2 Notes, until the Note Balance of the Class B-2 Notes has been reduced to the Class B-2 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date, to the extent not paid to the holders of the Senior Notes, the Class M-1 Notes, the Class M-2 Notes or the Class B-1 Notes under clauses (v), (vi), (vii) and (viii) above, respectively;
(x) to pay as principal on the Class B-3 Notes, until the Note Balance of the Class B-3 Notes has been reduced to the Class B-3 Optimal Principal Balance, an amount equal to the Liquidation Loss Distribution Amount on the Mortgage Loans for such Payment Date, to the extent not paid to the Holders of the Senior Notes, the Class M-1 Notes, the Class M-2 Notes, the Class B-1 Notes or the Class B-2 Notes under clauses (v), (vi), (vii), (viii) and (ix) above, respectively;
(xi) to pay as principal on the Senior Notes, in the manner set forth in Section 3.26(b), until the Note Balance thereof has been reduced to the Senior Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount;
(xii) to pay as principal on the Class M-1 Notes, until the Note Balance thereof has been reduced to the Class M-1 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above;
(xiii) to pay as principal on the Class M-2 Notes, until the Note Balance thereof has been reduced to the Class M-2 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above or the Class M-1 Notes pursuant to clause (xii) above;
(xiv) to pay as principal on the Class B-1 Notes, until the Note Balance thereof has been reduced to the Class B-1 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above, the Class M-1 Notes pursuant to clause (xii) above or the Class M-2 Notes pursuant to clause (xiii) above;
(xv) to pay as principal on the Class B-2 Notes, until the Note Balance thereof has been reduced to the Class B-2 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above, the Class M-1 Notes pursuant to clause (xii) above, the Class M-2 Notes pursuant to clause (xiii) above or the Class B-1 Notes pursuant to clause (xiv) above;
(xvi) to pay as principal on the Class B-3 Notes until the Note Balance thereof has been reduced to the Class B-3 Optimal Principal Balance, an amount, if any, equal to the Overcollateralization Increase Amount, to the extent not previously distributed to the Senior Notes pursuant to clause (xi) above, the Class M-1 Notes pursuant to clause (xii) above, the Class M-2 Notes pursuant to clause (xiii) above, the Class B-1 Notes pursuant to clause (xiv) above or the Class B-2 Notes pursuant to clause (xv) above;
(xvii) to pay the Indenture Trustee, the Owner Trustee, the Administrator and the Master Servicer any unpaid expenses and other reimbursable amounts owed to the Credit Enhancer pursuant Indenture Trustee, the Owner Trustee, the Master Servicer and the Administrator;
(xviii) to pay the Holders of the Senior Notes, pro rata, any unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xix) to pay to the Insurance AgreementClass M-1 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xx) to pay to the Class M-2 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xxi) to pay to the Class B-1 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xxii) to pay to the Class B-2 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xxiii) to pay to the Class B-3 Notes any unpaid Interest Carry-Forward Amounts, together with interest thereon;
(xxiv) to reimburse the Class M-1 Notes, any applicable Deferred Amount;
(xxv) to reimburse the Class M-2 Notes, any applicable Deferred Amount;
(xxvi) to reimburse the Class B-1 Notes, any applicable Deferred Amount;
(xxvii) to reimburse the Class B-2 Notes, any applicable Deferred Amount;
(xxviii) to reimburse the Class B-3 Notes, any applicable Deferred Amount; and
(viiixxix) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders Holders of the Certificates;
. Notwithstanding the foregoing, on the Legal Final Payment Date for a Class of Notes, the amounts to be paid pursuant to clause (biv) On each above shall be equal to the aggregate of the Offered Note Balances immediately prior to such Payment Date for all Notes with a Legal Final Payment Date on such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the payment of any tax that is legally owed by the Issuer; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Certificate Paying Agent shall deposit Indenture Trustee may in the Certificate Distribution Account all its sole discretion withhold such amounts it received pursuant to in accordance with this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paragraph. Amounts paid to Noteholders shall be paid to in respect of the Notes Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (c) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record DateDate by check or money order mailed to the address of such Noteholder reflected in the Note Register or upon the request of a Holder, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities’s Notes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1 and A-2. All principal payments on the Offered Notes and the Variable Funding Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment chargesafter making (x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section 8.02(c)(i)(2)), the Paying Agent Indenture Trustee, on behalf of the Issuer shall pay to the NoteholdersNoteholders and the Indenture Trustee, in its capacity as agent for the Certificate Paying Agent on behalf of the Certificateholder and Issuer shall pay to other Persons Persons, the amounts to which they are entitled, entitled as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of prioritybelow:
(i) to the Credit Enhancer, Noteholders the Premium sum of (a) one month's interest at the Note Rate on the Security Balances of Notes immediately prior to such Payment Date and (b) any previously accrued and unpaid interest for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date Dates (with interest thereon as provided in the Insurance Agreementspecify priority of Classes of Notes);
(ii) to the Noteholders, Accrued Note Interest for (if such Payment Date, on a pro rata basis, based on Date is after the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iiiFunding Period,) to the Noteholders as principal on the Notes(and Variable Funding Notes, ,) the applicable Security Percentage of the Principal Collection Payment Distribution Amount for (and if such Payment DateDate is the first Payment Date following the end of the Funding Period (if ending due to an Amortization Event) or the Payment Date on which the Funding Period ends, to the Noteholders as principal on the Notes (and Variable Funding Notes) the applicable Security Percentage of the amount deposited from the Funding Account in respect of Security Principal Collections);
(iii) to the Noteholders, as principal on the Notes (and Variable Funding Notes), pro rata, based on the Security Balances from the amount remaining on deposit in the order described in Section 3.05(f) belowPayment Account, until up to the Note Balances thereof have been reduced to zeroapplicable Security Percentage of Liquidation Loss Amounts for the related Col- lection Period;
(iv) to the Noteholders Noteholders, as principal on the Notes (and Variable Funding Notes), the Liquidation Loss Payment Amount for such Payment Datepro rata, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made based on the Credit Enhancement Instrument (with interest thereon as provided in Security Balances from the Insurance Agreement);
(vi) to the Noteholders as principal amount remaining on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds Payment Account, up to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition Security Percentage of Note Rate. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicableCarryover Loss Amounts;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (aI) On each Payment Date from amounts on deposit in the Payment Account with respect to the Home Equity Loans in Loan Group I (other than amounts deposited constituting in the nature of prepayment charges), the Paying Agent shall pay to the Class I Noteholders (and when specified, the Class II Noteholders), the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-I Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Class A-I Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basisbasis in accordance with their respective Interest Distribution Amounts, based on the amount Interest Distribution Amount for each Class of Accrued Note Interest the Class A-I Notes for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls Date and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) then to the Noteholders as principal on the NotesClass M Noteholders, the Principal Collection Payment related Interest Distribution Amount for such Payment Date, to the holders of the Class M-I-1 Notes, Class M-I-2 Notes and Class M-I-3 Notes, sequentially, in that order;
(ii) second, to the order Class I Noteholders, as principal on the Class I Notes, other than the Class A-I-IO Notes, the Principal Collection Distribution Amount for such Payment Date to be allocated to the Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(iii) third, to the Class I Noteholders, as principal on the Class I Notes, other than the Class A-I-IO Notes, the Liquidation Loss Distribution Amount with respect to the Class I Notes for such Payment Date, to be allocated to the Class I Notes as described in Section 3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(iv) fourth, to the Noteholders Class I Noteholders, as principal on the Class I Notes, other than the Class A-I-IO Notes, the Liquidation Loss Payment Amount Group I Overcollateralization Increase Amount, if any, for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(v) fifth, to the Credit EnhancerClass A-I Noteholders, any Prepayment Interest Shortfalls for such Payment Date allocated to the Class A-I Noteholders as described in Section 3.05(b)(iii) below, and any Prepayment Interest Shortfalls allocated to the Class A-I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount from the date the shortfall was allocated at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Prepayment Interest Shortfalls allocated thereto and remaining unpaid, and then to the Class M-I-1 Noteholders, the Class M-I-2 Noteholders and Class M-I-3 Noteholders, in that order, any Prepayment Interest Shortfalls for such Payment Date allocated, as described in Section 3.05(b)(iii) below, to reimburse it for prior draws made the Class M-I-1 Notes, Class M-I-2 Notes and Class M-I-3 Notes, respectively, and any Prepayment Interest Shortfalls allocated thereto on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount from the Credit Enhancement Instrument date the shortfall was allocated at the applicable Note Rate (with interest thereon as provided in the Insurance Agreementadjusted from time to time);
(vi) sixth, to the Class A-I Noteholders, their respective amounts of Group I Net WAC Cap Shortfalls for such Payment Date, if any, and respective amounts of Group I Net WAC Cap Shortfalls for any previous Payment Date and not previously paid, if any, plus interest on any previously unpaid amount from the date of the shortfall at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Group I Net WAC Cap Shortfalls remaining unpaid, and then to the Class M-I-1 Noteholders, the Class M-I-2 Noteholders and Class M-I-3 Noteholders, in that order, any Group I Net WAC Cap Shortfalls for such Payment Date, if any, with respect to the Class M-I-1 Notes, Class M-I-2 Notes and Class M-I-3 Notes, respectively, and any Group I Net WAC Cap Shortfalls allocated thereto for any previous Payment Date and not previously paid, plus interest from the date of the shortfall at the applicable Note Rate (as principal adjusted from time to time);
(vii) seventh, to the Class A-II-A Noteholders and Class A-II-A Variable Funding Noteholders, on a pro rata basis in accordance with their outstanding Security Balances on the Notesone hand and the Class A-II-B Noteholders and Class A-II-B Variable Funding Noteholders, on a pro rata basis in accordance with their outstanding Security Balances on the Reserve Increase Amount other, as principal, any Special Hazard Losses, Bankruptcy Losses and Fraud Losses, other than any Excess Loss Amounts, incurred on the Group II Loans, with respect to the related Collection Period, to the extent not paid from collections on the Group II Loans pursuant to Section 3.05(a)(II)(iii) or (iv), on a pro rata basis in accordance with the Group II-A Liquidation Loss Distribution Amounts for such Payment Date, in the order described case of the Class A-II-A Noteholders and Class A-II-A Variable Funding Noteholders and in Section 3.05(f) belowaccordance with the Group II-B Liquidation Loss Distribution Amounts for such Payment Date, until in the Note Balances thereof have been reduced to zerocase of the Class A-II-B Noteholders and Class A-II-B Variable Funding Noteholders;
(viiviii) eighth, to the Credit EnhancerIndenture Trustee, any other amounts owed owing to the Credit Enhancer Indenture Trustee pursuant to the Insurance AgreementSection 6.07 remaining unpaid; and
(viiiix) ninth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Group I Certificates and any amounts constituting in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
Class SB-I Certificates and the REMIC II Regular Interest LT1. On the Final Scheduled Payment Date or other final Payment Date for the Class I Notes, the amount to be paid pursuant to clause (bii) On each above shall be equal to the Security Balances of the Class I Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group I Loans pursuant to Section 8.08 of the Servicing Agreement, the Certificate Paying Agent priorities set forth in clauses (i) through (iv) above shall be disregarded, and amounts on deposit in the Certificate Payment Account with respect to the Group I Loans will be applied first, to pay the Interest Distribution Account all amounts it received pursuant to this Section 3.05 Amount for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paid to Noteholders shall be paid to the Notes Class A-I Notes, on a pro rata basis in accordance with the applicable percentage as set forth in the definition of Note Rate. their respective Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue Distribution Amounts; second, to pay principal on the Class A-1 Notes on the basis of a 360A-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the I Notes on a pro rata basis.
(e) Any installment of interest or principalbasis in accordance with their respective Security Balances, if anyuntil the Security Balances thereof have been reduced to zero; third, payable on any Note that is punctually paid or duly provided for by to pay the Issuer Interest Distribution Amount on the applicable Payment Date shallClass M-I-1 Notes; fourth, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record pay principal on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 M-I-1 Notes, in that order, in each case until the outstanding Note Security Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full ; fifth, to pay the Interest Distribution Amount on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All Class M-I-2 Notes; sixth, to pay principal payments on the Notes shall be made Class M-I-2 Notes, until the Security Balance thereof has been reduced to zero; seventh, to pay the Noteholders entitled thereto Interest Distribution Amount on the Class M-I-3 Notes; and eighth, to pay principal on the Class M-I-3 Notes, until the Security Balance thereof has been reduced to zero and then in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer priorities set forth in clauses (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(cv) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
through (i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if knownix).
Appears in 1 contract
Samples: Indenture (Residential Funding Mortgage Securities Ii Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date (other than a Payment Date after an Event of Default and an acceleration of the Notes), from amounts on deposit in the Payment Trustee Collection Account resulting from Interest Collections and Principal Collections with respect to the Mortgage Loans (other than amounts deposited constituting prepayment chargesafter the Indenture Trustee has removed any investment earnings to be retained by it pursuant to Section 6.07 or paid to the Depositor pursuant to Section 5.03 of the Sale and Servicing Agreement), minus the Paying Agent shall pay Indenture Trustee Fee payable to the Noteholders, the Certificate Paying Agent on behalf of the Certificateholder Indenture Trustee for such Payment Date and to other Persons the amounts to which they are entitled, as set forth in the statements delivered any permitted expenses reimbursable to the Indenture Trustee pursuant to Section 4.01 of 6.07, the Servicing Agreement, as set forth below Indenture Trustee shall apply the following amounts in the following order of priority, in accordance with the Report to Noteholders: first, to pay the accrued and unpaid interest due on the Note Balances of the Notes and the notional balance of the Class A-IO Notes at their respective Note Rates, in the following order:
(iA) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, Senior Notes on a pro rata basis, based on basis in accordance with the amount of Accrued Note Interest for such Payment Dateaccrued interest due thereon; and (B) sequentially, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders Class M-1 Notes, the Class M-2 Notes, the Class M-3 Notes, the Class M-4 Notes, the Class M-5 Notes, the Class M-6 Notes and the Class M-7 Notes; second, to pay as principal on the Notes (other than the Class A-IO Notes) until the related Note Balance thereof has been reduced to zero, the Principal Distribution Amount for that Payment Date, in the following order:
(A) the Class A Principal Distribution Amount sequentially to the Class A Notes; (B) the Class M-1 Principal Distribution Amount to the Class M-1 Notes; (C) the Class M-2 Principal Distribution Amount to the Class M-2 Notes; (D) the Class M-3 Principal Distribution Amount to the Class M-3 Notes; (E) the Class M-4 Principal Distribution Amount to the Class M-4 Notes; (F) the Class M-5 Principal Distribution Amount to the Class M-5 Notes; (G) the Class M-6 Principal Distribution Amount to the Class M-6 Notes; and (H) the Class M-7 Principal Distribution Amount to the Class M-7 Notes; third, to pay as principal on the Senior Notes (other than the Class A-IO Notes) and the Subordinate Notes, the Principal Collection Payment Liquidation Loss Distribution Amount for such Payment Date, sequentially to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class M-1 Notes, Class M-2 Notes, Class M-3 Notes, Class M-4 Notes, Class M-5 Notes, Class M-6 Notes and Class M-7 Notes, in the order described that order, in Section 3.05(f) below, each case until the related Note Balances Balance thereof have has been reduced to zero;
(iv) ; fourth, to pay the Indenture Trustee and the Administrator any unpaid expenses and other reimbursable amounts owed to the Noteholders as principal on Indenture Trustee and the Administrator; fifth, to pay to the holders of the Notes, the Liquidation Loss Payment Amount for such Payment Date, in the order described in Section 3.05(f) belowclause first above, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancerany unpaid Interest Carry-Forward Amounts, to reimburse it for prior draws made on the Credit Enhancement Instrument (together with interest thereon as provided in the Insurance Agreement);
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancerthereon; and sixth, any other remaining amounts owed to the Credit Enhancer pursuant to the Insurance Agreement; and
(viii) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
Class X Notes and the Certificates in the amounts and priorities set forth in Section 3.26(b). Notwithstanding the foregoing, on the applicable Legal Final Payment Date of the Senior Notes (bother than the Class A-IO Notes) On each and the Subordinate Notes, the amounts to be paid pursuant to clause second above shall be equal to the sum of the Note Balance of the applicable Class or Classes of Notes immediately prior to such Payment Date. In the event that any withholding tax is imposed on distributions (or allocations of income) to a Holder of a Note or Certificate, such tax shall reduce the amount otherwise distributable to such Holder in accordance with this Section 3.05. The Indenture Trustee is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the Holders of the Notes or Certificates sufficient funds for the payment of any tax that is legally owed by the Issuer; provided, that such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate Proceedings and withholding payment thereof, if permitted by law, pending the outcome of such Proceedings. The amount of any withholding tax imposed with respect to a Holder of a Note or Certificate shall be treated as cash distributed to such Holder at the time it is withheld by the Indenture Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Certificate Paying Agent shall deposit Indenture Trustee may in the Certificate Distribution Account all its sole discretion withhold such amounts it received pursuant to in accordance with this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) The amounts paragraph. Amounts paid to Noteholders shall be paid to in respect of the Offered Notes or the Non-Offered Notes, as the case may be, in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, principal payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each the Holder of record thereof on the immediately preceding Record Date, Date by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, or by check or money order mailed to the address of such Noteholder mailed to such Holder's address as it appears reflected in the Note Register Register, in the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's SecuritiesNotes; provided, however, that the Indenture Trustee shall not pay to any such Holders Holder any amount amounts required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance Principal of each Note (other than the Class A-IO Notes) shall be due and payable in full on the Legal Final Insured Payment Date for the related Class of Notes as provided in the applicable form of Note set forth in Exhibit A. Exhibits A-1, A-2 and A-3. All principal payments on the Offered Notes shall be made pro rata to the Class of Noteholders entitled thereto in accordance with the related Percentage Interests represented by such Notesthereby. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the Person in the name of which a Note is registered at the close of business on the Record Date preceding the related Noteholders of record of the Legal Final Insured Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the related Legal Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the related Legal Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note Note, and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Irwin Whole Loan Home Equity Trust 2005-A)
Payment of Principal and Interest; Defaulted Interest. (aI) On each Payment Date from amounts on deposit in the Payment Account with respect to the Group I Loans (other than amounts deposited constituting in the nature of prepayment charges), the Paying Agent shall pay to the Class I Noteholders (and when specified, the Class II Noteholders), the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-I Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) first, to the Credit EnhancerClass I Noteholders, on a pro rata basis in accordance with their respective Interest Distribution Amounts, the Premium Interest Distribution Amount for each Class of the Credit Enhancement Instrument, plus any unpaid Premium from any prior Class I Notes for such Payment Date (with interest thereon as provided in the Insurance Agreement)Date;
(ii) second, to the Class I Noteholders, Accrued Note Interest as principal on the Class I Notes, the Principal Collection Distribution Amount for such Payment Date, on a pro rata basis, based on Date to be allocated to the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto Class I Notes as provided described in Section 3.05(d3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(iii) third, to the Noteholders Class I Noteholders, as principal on the Class I Notes, the Principal Collection Payment Liquidation Loss Distribution Amount with respect to the Group I Loans for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(iv) fourth, to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Amount amount of the premium for such Payment Datethe Group I Policy and any previously unpaid premiums for the Group I Policy, with interest thereon as provided in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroInsurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (Group I Policy with interest thereon as provided in the Insurance Agreement);
(vi) sixth, beginning on the Payment Date in October 2004, to the Noteholders Class I Noteholders, as principal on the Class I Notes, the Reserve Group I Overcollateralization Increase Amount Amount, if any, for such Payment Date, in Date to be allocated to the order Class I Notes as described in Section 3.05(f3.05(b)(i) below, until the Note Security Balances thereof have been reduced to zero;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance AgreementAgreement and related to the Class I Notes;
(viii) eighth, to the Class I Noteholders, any Prepayment Interest Shortfalls for such Payment Date allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, and any Prepayment Interest Shortfalls allocated to the Class I Notes on any previous Payment Date and not previously paid, plus interest on any previously unpaid amount from the date the shortfall was allocated at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Prepayment Interest Shortfalls allocated thereto and remaining unpaid;
(ix) ninth, to the Class I Noteholders, their respective amounts of Group I Net WAC Cap Shortfalls for such Payment Date, if any, and respective amounts of Group I Net WAC Cap Shortfalls for any previous Payment Date and not previously paid, if any, plus interest on any previously unpaid amount from the date of the shortfall at the applicable Note Rate (as adjusted from time to time), on a pro rata basis in accordance with their respective amounts of Group I Net WAC Cap Shortfalls remaining unpaid;
(x) tenth, to the Class I Noteholders, any Relief Act Shortfalls with respect to the Group I Loans incurred during the related Collection Period allocated to the Class I Noteholders as described in Section 3.05(b)(ii) below, on a pro rata basis in accordance with the respective amounts of Relief Act Shortfalls so allocated;
(xi) eleventh, to the Class A-II Noteholders and Variable Funding Noteholders, on a pro rata basis in accordance with their outstanding Security Balances, as principal, any Special Hazard Losses, Bankruptcy Losses and Fraud Losses incurred on the Group II Loans, with respect to the related Collection Period, to the extent not paid from collections on the Group II Loans pursuant to Section 3.05(a)(II)(iii), on a pro rata basis in accordance with the Group II Liquidation Loss Distribution Amounts for such Payment Date;
(xii) twelfth, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiixiii) thirteenth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Group I Certificates and any amounts constituting in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
(b) On each Payment Date, Class SB-I Certificates and the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the CertificateholderREMIC II Regular Interest LT1.
(ca) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rate. Interest will accrue on the Notes (other than the Class A-1 NotesI) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year (i) through (iii), (vi) and the actual number of days in the related Interest Accrual Period.
(dviii) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, through (xi) that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, are due and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid to such Holder on such Payment Date have been paid and (y) pursuant to such Holder's Securities; provided, however, that clause 3.05(a)(I) (v) will not be paid until the Indenture Trustee shall not pay to such Holders any full amount required to be withheld from a payment to such Holder by the Code.of interest and principal in accordance with clauses 3.05
(fa) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (ivI) (i) through (iii) and (vi) above plus amounts drawn that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Credit Enhancement Instrument in respect of principal shall be distributed Class I Notes on each Payment Date pursuant to clause 3.05(a)(I)(iii) above will include the pro rata portion allocable to the Class A-1I Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, Class A-2to the extent not otherwise covered by a Liquidation Loss Distribution Amount, Class A-3 and Class A-4 Notes, in that order, in each case until a reduction of the Group I Overcollateralization Amount or a draw on the Group I Policy (up to the outstanding Note Security Balance thereof has been reduced to zero.
(g) The Note Balance of each Note shall be due and payable in full on thereof). On the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Scheduled Payment Date or other final Payment Date for the Class I Notes, the amount to be paid pursuant to clause (ii) above shall be equal to the Security Balances of the Class I Notes immediately prior to such Payment Date. Notwithstanding anything herein to the contrary, if the final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group I Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (vi) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group I Loans will be applied first, to pay the Interest Distribution Amount for the Class I Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class I Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and then in accordance with the priorities set forth in clauses (iv) through (xiii) above.
(II) On each Payment Date from amounts on deposit in the Payment Account with respect to Group II Loans (other than amounts deposited in the nature of prepayment charges), the Paying Agent shall specifypay to the Class II Noteholders (and when specified, the Class I Noteholders), the Certificate Paying Agent, on behalf of the Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, and to the Class SB-II Certificateholders, amounts in the nature of prepayment charges, as set forth below in the following order of priority:
(i) that first, to the Record Date otherwise applicable to Class A-II Noteholders and the Variable Funding Noteholders, the Interest Distribution Amount for the Class A-II Notes and the Variable Funding Notes for such Payment Date is not applicableDate, on a pro rata basis in accordance with their respective Interest Distribution Amounts;
(ii) that payment of second, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal amount on the Class A-II Notes and any interest due Variable Funding Notes, the Principal Collection Distribution Amount with respect to the Class A-II Notes and the Variable Funding Notes for such Note Payment Date, on a pro rata basis in accordance with the outstanding Security Balances thereof;
(iii) third, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal on the Class A-II Notes and Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Liquidation Loss Distribution Amount with respect to the Group II Loans for such Payment Date;
(iv) fourth, to the Credit Enhancer, the amount of the premium for the Group II Policy and any previously unpaid premiums for the Group II Policy, with interest thereon as provided in the Insurance Agreement;
(v) fifth, to the Credit Enhancer, to reimburse it for prior draws made on the Group II Policy related to payments of principal and interest on the Class A-II Notes and the Variable Funding Notes with interest thereon as provided in the Insurance Agreement;
(vi) sixth, to the Class A-II Noteholders and the Variable Funding Noteholders, as principal on the Class A-II Notes and the Variable Funding Notes, on a pro rata basis in accordance with the outstanding Security Balances thereof, the Group II Overcollateralization Increase Amount, if any, for such Payment Date;
(vii) seventh, to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement and related to the Class II Notes;
(viii) eighth, to the Class A-II Noteholders and the Variable Funding Noteholders, any Group II Net WAC Cap Shortfalls for that Payment Date and any Group II Net WAC Cap Shortfalls for previous Payment Dates and not previously paid (together with interest thereon at the Note Rate for the related Class of Class II Notes (as adjusted from time to time)), on a pro rata basis in accordance with the respective amounts of Group II Net WAC Cap Shortfalls allocated to each such Class for such Payment Date and any previous Payment Dates not previously paid (with interest thereon);
(ix) ninth, to pay to the holders of the Class A-II Notes and the Variable Funding Notes, pro rata, any Relief Act Shortfalls with respect to the Group II Loans incurred during the related Collection Period;
(x) tenth, to the Class I Noteholders, as principal, any Special Hazard Losses, Bankruptcy Losses and Fraud Losses incurred on the Group I Loans with respect to the related Collection Period, to the extent not paid from collections on the Group I Loans pursuant to Section 3.05(a)(I)(iii), to be allocated to the Class I Notes as described in Section 3.05(b)(i) below, until the Security Balances thereof have been reduced to zero;
(xi) eleventh, to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(xii) twelfth, any remaining amount (other than amounts in the nature of prepayment charges) to the Certificate Paying Agent on behalf of the holders of the Class SB-II Certificates and any amounts in the nature of prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Class SB-II Certificates;
(a) (II) (i) through (iii), (vi) and (viii) through (x) that are due and required to be paid on such Payment Date have been paid and (y) pursuant to clause 3.05(a)(II) (v) will not be paid until the full amount of interest and principal in accordance with clauses 3.05
(a) (II) (i) through (iii) and (vi) that are due and required to be paid on such Payment Date have been paid. For purposes of the foregoing, required payments of principal on the Class II Notes on each Payment Date pursuant to clause 3.05(a)(II)(iii) above will include the pro rata portion allocable to the Class II Notes of all Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Group II Overcollateralization Amount or a draw on the Group II Policy (up to the outstanding Security Balance thereof). On the Final Insured Scheduled Payment Date or other final Payment Date will for the Class II Notes, the amount to be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
paid pursuant to clause (iii) above shall be equal to the amount Security Balances of any the Class II Notes immediately prior to such final paymentPayment Date. Notwithstanding anything herein to the contrary, if knownthe final Payment Date is a date on which the Master Servicer has exercised its right to purchase all of the Group II Loans pursuant to Section 8.08 of the Servicing Agreement, the priorities set forth in clauses (i) through (iv) above shall be disregarded, and amounts on deposit in the Payment Account with respect to the Group II Loans will be applied first, to pay the Interest Distribution Amount for the Class A-II Notes and Variable Funding Notes, on a pro rata basis in accordance with their respective Interest Distribution Amounts; second, to pay principal on the Class A-II Notes and Variable Funding Notes on a pro rata basis in accordance with their respective Security Balances, until the Security Balances thereof have been reduced to zero and then in accordance with the priorities set forth in clauses (iv) through (xii) above.
Appears in 1 contract
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit Enhancer, the Premium Amount for the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued interest at the related Note Rate for the related Interest for Accrual Period on the related Note Balance immediately prior to such Payment Date, on a pro rata basis, based on the amount of Accrued Note interest accrued during the related Interest for such Payment DateAccrual Period, plus any Accrued Note Interest accrued interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal on the Notes, the Principal Collection Payment Distribution Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(iv) to the Noteholders as principal on the Notes, the Liquidation Loss Payment Distribution Amount for such Payment Date and any Excess Loss Amount included in the Insured Payment on such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement), except for draws attributable to Excess Loss Amounts;
(vi) to the Noteholders as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiiix) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (v) above until all Insured Payments that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and (c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, in reduction of the Note Balances thereof, until the Note Balances thereof have been reduced to zero. In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date.
(b) On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the CertificateholderCertificateholders.
(c) The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Ratetheir respective Percentage Interests. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount for deposit in the Payment Account available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest note interest on the Notes, a draw on the Credit Enhancement Instrument Guaranty Insurance Policy will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or and Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement InstrumentGuaranty Insurance Policy, and the shortfall will be allocated to the amount of Accrued Note Interest accrued interest on the Notes on a pro rata basis.
(e) Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii3.05(a)(ii), (iviii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 A-3, Class A-4 and Class A-4 A-5 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(g) The Note Balance principal of each Note shall be due and payable in full on the Final Insured Payment Date as provided in the form of Note set forth in Exhibit A. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c8.08(e) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note to the Indenture Trustee or the Paying Agent in accordance with Section 3.03 of this Indenture and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Rfmsii 2005-Hi1)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts on deposit in the Payment Account (other than amounts deposited constituting prepayment charges), the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) to the Credit EnhancerNoteholders, interest at the Premium related Note Rate for the Credit Enhancement Instrumentrelated Interest Accrual Period on the related Note Balance, plus any unpaid Premium from any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) case of the Notes other than the Class A- IO Notes, or Notional Amount, in the case of the Class A-IO Notes, immediately prior to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note interest accrued during the related Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) belowAccrual Period;
(iiiii) to the Noteholders Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Principal Collection Payment Distribution Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iii) to the Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Liquidation Loss Distribution Amount for such Payment Date and any Excess Loss Amount included in the Credit Enhancement Draw Amount on such Payment Date, in the order described in Section 3.05(b) below, until the Note Balances thereof have been reduced to zero;
(iv) on a pro rata basis, (A) to the Noteholders as principal on the NotesCredit Enhancer, the Liquidation Loss Payment Premium Amount for such the Credit Enhancement Instrument, plus any unpaid Premium Amount from any prior Payment Date, Date (with interest thereon as provided in the order described Insurance Agreement), and (B) to the designee or designees of the Credit Enhancer pursuant to Section 3.28, the amount of any payments for the Limited Reimbursement Agreement, plus any such unpaid payments from any prior Payment Date (with interest thereon as provided in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroLimited Reimbursement Agreement);
(v) to the Credit Enhancer, to reimburse it for prior draws made on the Credit Enhancement Instrument (with interest thereon as provided in the Insurance Agreement)) (except for draws attributable to Excess Loss Amounts) provided, that no such reimbursement shall be made in respect of amounts that were paid to the Indenture Trustee under the Limited Reimbursement Agreement, or for which the Credit Enhancer is entitled to reimbursement under the Limited Reimbursement Agreement;
(vi) to the Noteholders Noteholders, other than the Class A-IO Noteholders, as principal on the Notes, the Reserve Increase Amount for such Payment Date, in the order described in Section 3.05(f3.05(b) below, until the Note Balances thereof have been reduced to zero;
(vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement;
(viii) to the Indenture Trustee, any amounts owing to the Indenture Trustee pursuant to Section 6.07 remaining unpaid; and
(viiiix) any remaining amount and any amounts constituting prepayment charges to the Certificate Paying Agent, on behalf of the holders of the Certificates;
. provided, however, in the event that on a Payment Date a Credit Enhancer Default shall have occurred and be continuing, (a) no payments will be made to the Credit Enhancer pursuant to clause (iv)(A) above until all Credit Enhancement Draw Amounts that are due and required to be paid by the Credit Enhancer on the Notes on such Payment Date or were due and required to be paid by the Credit Enhancer on any prior Payment Date have been paid in full, (b) any amounts payable to the Credit Enhancer pursuant to clause (v) shall instead be paid pursuant to clause (vii) and (c) any Excess Loss Amounts will be allocated on a pro rata basis to the Notes based on their outstanding Note Balances, in reduction of the Note Balances thereof, until the Note Balances thereof have been reduced to zero. In addition, on the Final Insured Payment Date or other final Payment Date (including the Payment Date following any purchase by the Master Servicer of the Home Loans pursuant to Section 8.08 of the Servicing Agreement), the amount to be paid pursuant to clause (ii) above shall be equal to the aggregate Note Balance of the Notes immediately prior to such Payment Date and, in addition to the foregoing, the Class A-IO Notes shall be paid the Adjusted Issue Price, if any. On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) . Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance or Notional Amount, as applicable, of at least $1,000,000, be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(fb) Any payments to the Notes pursuant to clauses 3.05(a)(iii3.05(a)(ii), (iviii) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal and any amounts paid under the Limited Reimbursement Agreement in respect of principal shall be distributed to the Class A-1Class
A-1 Notes, Class A-2A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class A-6 Notes and Class A-4 A-7 Notes, in that order, in each case until the outstanding Note Balance Balances thereof has have been reduced to zero.
(gc) The Note Balance principal of each Note Note, other than a Class A-IO Note, shall be due and payable in full on the Final Insured Payment Date as provided in the related form of Note set forth in Exhibit A. A-1 and A-2. All principal payments on the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c8.08(e) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders of record of the Final Insured Payment Date or other final Payment Date, by mail or facsimile, no later than five Business Days prior to the Final Insured Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) that payment of the principal amount and any interest due with respect to such Note at the Final Insured Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Residential Funding Mortgage Securities Ii Inc)
Payment of Principal and Interest; Defaulted Interest. (a) On each Payment Date from amounts Investor P&I Collections on deposit in the Payment Account (other than amounts deposited constituting prepayment charges)Account, the Paying Agent shall pay to the Noteholders, the Certificate Paying Agent Agent, on behalf of the Certificateholder Certificateholders, and to other Persons the amounts to which they are entitled, as set forth in the statements delivered to the Indenture Trustee pursuant to Section 4.01 of the Servicing Agreement, as set forth below in the following order of priority:
(i) sequentially to (A) concurrently (I) the Indenture Trustee, payment or reimbursement of any amounts owing to it pursuant to this Indenture, including but not limited to Section 6.08, and pursuant to the Servicing Agreement, including but not limited to Section 7.02, subject to a $100,000 cap per annum for such Payment Date and no more than $20,000 on any Payment Date and (II) the Owner Trustee, its fee for services rendered pursuant to the Trust Agreement, for such Payment Date, and (B) the Servicer, payment of any amounts owing to it pursuant to Section 6.03 of the Servicing Agreement, subject to a $50,000 cap per annum;
(ii) to the Credit Enhancer, the Premium for the Credit Enhancement Instrument, plus Instrument (as set forth in the Premium Letter) and any such Premium remaining unpaid Premium from for any prior Payment Date (with interest thereon as provided in the Insurance Agreement);
(ii) to the Noteholders, Accrued Note Interest for such Payment Date, on a pro rata basis, based on the amount of Accrued Note Interest for such Payment Date, plus any Accrued Note Interest remaining unpaid from any prior Payment Date, less any Prepayment Interest Shortfalls and Relief Act Shortfalls allocated thereto as provided in Section 3.05(d) below;
(iii) to the Noteholders as principal Noteholders, interest accrued during the related Interest Period at the Note Rate on the Notes, Security Balance of the Principal Collection Payment Amount for Notes immediately prior to such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zeroother than Interest Shortfalls;
(iv) to the Noteholders as Noteholders, principal on equal to the Notes, Principal Collection Distribution Amount for such Payment Date less the Liquidation Loss Payment Principal Reduction Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(v) to the Noteholders, an amount equal to (A) the Investor Liquidation Loss Amounts on such Payment Date, plus (B) any Investor Liquidation Loss Amounts remaining undistributed from any preceding Payment Date, provided that any Investor Liquidation Loss Amount shall not be required to be paid to the extent that such Investor Liquidation Loss Amount was paid on the Notes by means of a draw on the Credit Enhancement Instrument;
(vi) to the Credit Enhancer, to reimburse it reimbursement for prior draws made on under the Credit Enhancement Instrument and any other amounts owed to the Credit Enhancer pursuant to the Insurance Agreement (with interest thereon as provided in the Insurance Agreement);
(vivii) to the Noteholders as Noteholders, an amount equal to the Overcollateralization Deficit for such Payment Date;
(viii) to the Noteholders, principal on in the Notes, amount of the Reserve Increase Accelerated Principal Payment Amount for such Payment Date, in the order described in Section 3.05(f) below, until the Note Balances thereof have been reduced to zero;
(viiix) to the Credit EnhancerServicer, payment of any amounts owing to it pursuant to Section 6.03 of the Servicing Agreement, not subject to a per annum cap;
(x) to the Noteholders, an amount equal to Interest Shortfalls not previously paid (together with interest thereon at the Note Rate, to the extent permitted by law);
(xi) to the Indenture Trustee for any other amounts owed owing it pursuant to this Indenture, including but not limited to Section 6.08 hereof, and the Servicing Agreement, including but not limited to, Section 7.02 thereof, and remaining unpaid after the payment of amounts under Section 3.05(a)(i) above or to the Credit Enhancer pursuant to Owner Trustee for any other expenses due it under the Insurance Trust Agreement; and
(viiixii) any remaining amount and amount, including any amounts constituting prepayment charges Seller P&I Collections, to the Certificate Paying Agent, on behalf of the holders of the Certificates;
; provided, however, that on the Final Scheduled Payment Date or other final Payment Date, the amount to be paid pursuant to clause (biv) above shall be equal to the Security Balances of the Notes immediately prior to such Payment Date. For purposes of the foregoing, required payments of principal on the Notes on each Payment Date will include the Investor Liquidation Loss Amounts for such Payment Date and for all previous Collection Periods until paid or covered in full, to the extent not otherwise covered by a Liquidation Loss Distribution Amount, a reduction of the Overcollateralization Amount or a draw on the Credit Enhancement Instrument (up to the outstanding Security Balance thereof). On each Payment Date, the Certificate Paying Agent shall deposit in the Certificate Distribution Account all amounts it received pursuant to this Section 3.05 for the purpose of distributing such funds to the Certificateholder.
(c) Certificateholders. The amounts paid to Noteholders shall be paid to the Notes in accordance with the applicable percentage as set forth in the definition of Note Rateparagraph (b) below. Interest will accrue on the Notes (other than the Class A-1 Notes) during an Interest Period on the basis of a 360-day year consisting of twelve 30-day months. Interest will accrue on the Class A-1 Notes on the basis of a 360-day year and the actual number of days in the related such Interest Accrual Period.
(d) To the extent the amount available for interest distributions on the Notes is less than the aggregate amount Period and a year assumed to consist of Accrued Note Interest on the Notes, a draw on the Credit Enhancement Instrument will be made; provided, however, that to the extent such shortfall is a result of Prepayment Interest Shortfalls or Relief Act Shortfalls, whether related to the current Collection Period or a prior Collection Period, the shortfall will not be covered by the Credit Enhancement Instrument, and the shortfall will be allocated to the amount of Accrued Note Interest on the Notes on a pro rata basis.
(e) 360 days. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall, if such Holder holds Notes of an aggregate initial Note Balance of at least $1,000,000, shall be paid to each Holder of record on the preceding Record Date, by wire transfer to an account specified in writing by such Holder reasonably satisfactory to the Indenture Trustee as of the preceding Record Date or in all other cases or if no such instructions have been delivered to the Indenture Trustee, by check or money order to such Noteholder mailed to such Holder's address as it appears in the Note Register the amount required to be paid distributed to such Holder on such Payment Date pursuant to such Holder's Securities; provided, however, that the Indenture Trustee shall not pay to such Holders any amount required to be withheld from a payment to such Holder by the Code.
(f) Any payments to the Notes pursuant to clauses 3.05(a)(iii), (iv) and (vi) above plus amounts drawn on the Credit Enhancement Instrument in respect of principal shall be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, in that order, in each case until the outstanding Note Balance thereof has been reduced to zero.
(gb) The Note Balance principal of each Note shall be due and payable in full on the Final Insured Scheduled Payment Date for such Note as provided in the related form of Note set forth in Exhibit A. All principal payments on of each of the Notes shall be made to the Noteholders entitled thereto in accordance with the Percentage Interests represented by such Notes. Upon written notice to the Indenture Trustee by the Issuer (or by the Master Servicer on behalf of the Issuer, pursuant to Section 8.08(c) of the Servicing Agreement) of the Final Insured Payment Date for the Notes or other final Payment Date, the Indenture Trustee shall notify the related Noteholders Person in whose name a Note is registered at the close of record of business on the Record Date preceding the Final Insured Scheduled Payment Date or other final Payment Date, by mail or facsimile, . Such notice shall be mailed no later than five Business Days prior to the such Final Insured Scheduled Payment Date or other final Payment Date and shall specify:
(i) that the Record Date otherwise applicable to such Payment Date is not applicable;
(ii) specify that payment of the principal amount and any interest due with respect to such Note at the Final Insured Scheduled Payment Date or other final Payment Date will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for such final payment; and
(iii) the amount of any such final payment, if known.
Appears in 1 contract
Samples: Indenture (Morgan Stanley Abs Capital I Inc MSDWCC Heloc Trust 2003-1)
