Payments in General. (a) On each Payment Date and with respect to each Class of Notes entitled to a payment in accordance with Section 6.1(d) or Section 6.1(e), as applicable, the Indenture Trustee shall make payment of funds in the Payment Account for such Class to the Noteholders of record as of the related Record Date based on such Noteholder’s pro rata share of the aggregate Note Balance of the Notes of such Class; provided, that the final principal payment due on a Note shall only be paid to the Holder of a Note on due presentment of such Note for cancellation in accordance with the provisions of such Note. (b) Unless otherwise specified by the Clearing Agency, amounts payable to a Noteholder pursuant to Section 6.1(d) or Section 6.1(e), as applicable, or Section 9.6 shall be payable by wire transfer of immediately available funds released by the Indenture Trustee from the Payment Account for credit to the account designated in writing by such Noteholder at least [***] prior to the relevant Payment Date or, if no such designation has been received, by first class mail to such Noteholder’s at its address of record with the Indenture Trustee. (c) The Indenture Trustee shall promptly notify the Seller as to the amount of any accrued and unpaid expenses or indemnity amounts owing under the Program Agreements to the Indenture Trustee, the Owner Trustee, the Standby Servicer and the Collateral Agent including any Extraordinary Expenses. In addition, [***], the Indenture Trustee shall notify the Seller of the Interest Coverage Amount (assuming for purposes of this calculation that all Price Differential amounts due on the Remittance Date are received from the Seller), if any, on such Remittance Date. (d) On each Payment Date occurring during the Pre-Default Period, the Securities Intermediary on behalf of the Indenture Trustee shall apply the amount on deposit in the Payment Account on such date to make payments in the following order of priority: (i) if the Standby Servicer or other successor servicer is the Servicer of the Purchased Mortgage Loans, to the Standby Servicer or such other successor servicer, reimbursement for any unreimbursed advances, including transfer costs in the event such costs have not been paid by the predecessor Servicer, fees and expenses with respect to the Purchased Mortgage Loans or the related Mortgaged Properties and the earned and unpaid Monthly Servicing Fee for such Payment Date; (ii) on a pro rata basis to the Indenture Trustee, the Collateral Agent, the Owner Trustee, the Note Calculation Agent, the Administrator, the Standby Servicer and the Diligence Provider, based on the amounts due to each such party, the earned and unpaid Monthly Indenture Trustee Fee, Monthly Collateral Agent Fee, Owner Trustee Fee, Administrator Fee, Standby Servicing Fee and Review Fee, if any, for such Payment Date, as applicable; (iii) on a pro rata basis to the Indenture Trustee, the Standby Servicer, the Owner Trustee, the Note Calculation Agent and the Collateral Agent, any Extraordinary Expenses due and payable to such party, to the extent not previously paid; provided that, Extraordinary Expenses will in no event exceed the Extraordinary Expense Cap; provided, further, that $[***]of the Extraordinary Expense Cap will be allocated to reimbursable expenses of the Indenture Trustee, the Standby Servicer, the Note Calculation Agent and the Collateral Agent and $[***] of the Extraordinary Expense Cap will be allocated to reimbursable expenses of the Owner Trustee (and on the Payment Date occurring in December of such calendar year, each such party shall have the right to reimbursement from any unused portion of the Extraordinary Expense Cap allocated to another party to the extent that the Extraordinary Expenses reimbursable to such party exceed the related capped amount at the end of such calendar year) (the aggregate amount, if any, owing to such parties but unpaid under this clause (iii) due to the foregoing limitations being the “Remaining Expenses”); (iv) if sufficient funds remain in the Payment Account to pay in full the Securities Monthly Payment Amount and any Remaining Expenses, then the following amounts shall be paid without priority: (A) on a pro rata basis to each of the Indenture Trustee, the Owner Trustee, the Standby Servicer, the Note Calculation Agent and the Collateral Agent, the portion of the Remaining Expenses, if any, owed to such party; and (B) to the Holders of each class of Notes, the Interest Payment Amount and Required Principal Payment, if any, in respect of such Class (provided that such Required Principal Payment shall not reduce the Note Balance of such Class of Notes below zero); (v) if insufficient funds remain in the Payment Account to pay in full the Securities Monthly Payment Amount and any Remaining Expenses, then payments shall be made in the following priority (provided that any payments of principal in reduction of the Note Balance of each Class of Notes pursuant to clause (B), (D), (F), (H), (J) or (L) below will be made on a pro rata basis based on the respective Note Balances): (A) to the Holders of the Class A Notes, the Interest Payment Amount for the Class A Notes for such Payment Date; (B) to the Holders of the Class A Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class A Notes, until the Note Balance thereof has been reduced to zero; (C) to the Holders of the Class B Notes, the Interest Payment Amount for the Class B Notes for such Payment Date; (D) to the Holders of the Class B Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class B Notes, until the Note Balance thereof has been reduced to zero; (E) to the Holders of the Class C Notes, the Interest Payment Amount for the Class C Notes for such Payment Date; (F) to the Holders of the Class C Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class C Notes, until the Note Balance thereof has been reduced to zero; (G) to the Holders of the Class D Notes, the Interest Payment Amount for the Class D Notes for such Payment Date; (H) to the Holders of the Class D Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class D Notes, until the Note Balance thereof has been reduced to zero; (I) to the Holders of the Class E Notes, the Interest Payment Amount for the Class E Notes for such Payment Date; (J) to the Holders of the Class E Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class E Notes, until the Note Balance thereof has been reduced to zero; (K) to the Holders of the Class F Notes, the Interest Payment Amount for the Class F Notes for such Payment Date; (L) to the Holders of the Class F Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class F Notes, until the Note Balance thereof has been reduced to zero; and (M) on a pro rata basis, to the Indenture Trustee, the Owner Trustee, the Standby Servicer, the Note Calculation Agent and the Collateral Agent, any amounts owed to such parties but not paid due to the limitation in clause (iii) above; and (vi) to, or at the direction of, the Holders of the Trust Certificates any remaining amounts. On any Payment Date, each Holder of a Class of Notes and each holder of the Trust Certificates shall be entitled to its pro rata share of the Prepayment Amount or the Repurchase Price and any interest accrued thereon through the date of such payment. (e) On each Payment Date occurring after the Pre-Default Period, other than the Payment Date following a Sale, the Securities Intermediary on behalf of the Indenture Trustee shall apply amounts on deposit in the Payment Account and the Reserve Account on such date to make payments in the following order of priority: (i) to the Delinquent Loan Reviewer, the Delinquent Loan Reviewer Fee, if any, for such Payment Date; (ii) if the Standby Servicer or other successor servicer is the Servicer of the Purchased Mortgage Loans, to the Standby Servicer or such other successor servicer, reimbursement for any unreimbursed advances and expenses with respect to the Purchased Mortgage Loans or the related Mortgaged Properties and the earned and unpaid Monthly Servicing Fee for such Payment Date; (iii) on a pro rata basis to the Indenture Trustee, the Collateral Agent, the Mortgage Loan Custodian, the Owner Trustee, the Note Calculation Agent, the Administrator, the Standby Servicer and the Diligence Provider, based on the amounts due to each such party, the earned and unpaid Monthly Indenture Trustee Fee, Monthly Collateral Agent Fee, Mortgage Loan Custodial Fee, Owner Trustee Fee, Administrator Fee, Standby Servicing Fee and Review Fee, if any, for such Payment Date, as applicable; (iv) on a pro rata basis, to the Indenture Trustee, the Standby Servicer, the Owner Trustee, the Note Calculation Agent, the Collateral Agent, and the Mortgage Loan Custodian, any Extraordinary Expenses due and payable to such party, to the extent not previously paid; (v) if the Payment Date occurs during the Auction Period, to the Reserve Account, any collections received in respect of principal on the Purchased Mortgage Loans; (vi) sequentially, to the Holders of the Class A, Class B, Class C, Class D and Class E Notes, in that order, the Interest Payment Amount for each such Class for such Payment Date; (vii) to the Holders of the Class A Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (viii) to the Holders of the Class A Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (ix) to the Holders of the Class B Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (x) to the Holders of the Class B Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xi) to the Holders of the Class C Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xii) to the Holders of the Class C Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xiii) to the Holders of the Class D Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xiv) to the Holders of the Class D Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xv) to the Holders of the Class E Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xvi) to the Holders of the Class E Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xvii) to the Holders of the Class F Notes, the Interest Payment Amount for such Class for such Payment Date; (xviii) to the Holders of the Class F Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xix) to the Holders of the Class F Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; and (xx) to the Holders of the Trust Certificates any remaining amounts. (f) The Indenture Trustee shall, upon receipt of an Issuer Order at such time as there are no Notes outstanding and all obligations of the Issuer hereunder have been satisfied, release the Collateral from the Lien of this Indenture.

Appears in 1 contract

Samples: Indenture (loanDepot, Inc.)

Payments in General. (a) On each Payment Date and with respect to each Class of Notes entitled to a payment in accordance with Section 6.1(d) or Section 6.1(e), as applicable, the Indenture Trustee shall make payment of funds in the Payment Account for such Class to the Noteholders of record as of the related Record Date based on such Noteholder’s pro rata share of the aggregate Note Balance of the Notes of such Class; provided, that the final principal payment due on a Note shall only be paid to the Holder of a Note on due presentment of such Note for cancellation in accordance with the provisions of such Note. (b) Unless otherwise specified by the Clearing Agency, amounts payable to a Noteholder pursuant to Section 6.1(d) or Section 6.1(e), as applicable, or Section 9.6 shall be payable by wire transfer of immediately available funds released by the Indenture Trustee from the Payment Account for credit to the account designated in writing by such Noteholder at least ~~[***]~~ 15 days prior to the relevant Payment Date or, if no such designation has been received, by first class mail to such Noteholder’s at its address of record with the Indenture Trustee. (c) The Indenture Trustee shall promptly notify the Seller as to the amount of any accrued and unpaid expenses or indemnity amounts owing under the Program Agreements to the Indenture Trustee, the Owner Trustee, the Standby Servicer and the ~~Collateral Agent~~ Custodian including any Extraordinary Expenses. In addition, ~~[***]~~on the Business Day prior to the Remittance Date, the Indenture Trustee shall notify the Seller of the Interest Coverage Amount (assuming for purposes of this calculation that all Price Differential amounts due on the Remittance Date are received from the Seller), if any, on such Remittance Date. (d) On each Payment Date occurring during the Pre-Default Period, the Securities Intermediary on behalf of the Indenture Trustee shall apply the amount on deposit in the Payment Account on such date to make payments in the following order of priority: (i) if the Standby Servicer or other successor servicer is the Servicer of the Purchased Mortgage Loans, to the Standby Servicer or such other successor servicer, reimbursement for any unreimbursed advances, including transfer costs in the event such costs have not been paid by ~~the~~ predecessor Servicer, fees and expenses with respect to the Purchased Mortgage Loans or the related Mortgaged Properties and the earned and unpaid Monthly Servicing Fee for such Payment Date; (ii) on a pro rata basis to the Indenture Trustee, the ~~Collateral Agent~~Custodian, the Owner Trustee~~, the Note Calculation Agent~~, the Administrator, the Standby Servicer and the Diligence Provider, based on the amounts due to each such party, the earned and unpaid Monthly Indenture Trustee Fee, Monthly ~~Collateral Agent~~ Custodial Fee, Owner Trustee Fee, Administrator Fee, Standby Servicing Fee and Review Fee, if any, for such Payment Date, as applicable; (iii) ~~on a pro rata basis~~ to the Indenture Trustee, the Standby Servicer, the Owner ~~Trustee, the Note Calculation Agent~~ Trustee and the ~~Collateral Agent~~Custodian, any Extraordinary Expenses due and payable to such party, to the extent not previously paid; provided that, Extraordinary Expenses will in no event exceed $500,000 in the aggregate in any calendar year (the “Extraordinary Expense Cap”); provided, further, that $~~[***]~~350,000 of the Extraordinary Expense Cap will be allocated to reimbursable expenses of the Indenture Trustee, the Standby ~~Servicer, the Note Calculation Agent~~ Servicer and the ~~Collateral Agent~~ Custodian and $~~[***]~~ 150,000 of the Extraordinary Expense Cap will be allocated to reimbursable expenses of the Owner Trustee (and on the Payment Date occurring in December of such calendar year, each such party shall have the right to reimbursement from any unused portion of the Extraordinary Expense Cap allocated to another party to the extent that the Extraordinary Expenses reimbursable to such party exceed the related capped amount at the end of such calendar year) (the aggregate amount, if any, owing to such parties but unpaid under this clause (iii) due to the foregoing limitations being the “Remaining Expenses”); (iv) if sufficient funds remain in the Payment Account to pay in full the Securities Monthly Payment Amount and any Remaining Expenses, then the following amounts shall be paid without priority: (A) on a pro rata basis to each of the Indenture Trustee, the Owner Trustee, the Standby ~~Servicer, the Note Calculation Agent~~ Servicer and the ~~Collateral Agent~~Custodian, the portion of the Remaining Expenses, if any, owed to such ~~party;~~ party and (B) to the Holders of each class of ~~Notes~~Securities, the Interest Payment Amount and Required Principal Payment, if any, in respect of such Class (provided that such Required Principal Payment shall not reduce the Note Balance of such Class of Notes below zero); (v) if insufficient funds remain in the Payment Account to pay in full the Securities Monthly Payment Amount and any Remaining Expenses, then payments shall be made in the following priority (provided that any payments of principal in reduction of the Note Balance of each Class of Notes pursuant to clause (B), (D), (F), (H), (J) or (L) below will be made on a pro rata basis based on the respective Note Balances):priority: (A) to the Holders of the Class A Notes, the Interest Payment Amount for the Class A Notes for such Payment Date; (B) to the Holders of the Class A Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class A Notes, until the Note Balance thereof has been reduced to zero; (C) to the Holders of the Class B Notes, the Interest Payment Amount for the Class B Notes for such Payment Date; (D) to the Holders of the Class B Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class B Notes, until the Note Balance thereof has been reduced to zero; (E) to the Holders of the Class C Notes, the Interest Payment Amount for the Class C Notes for such Payment Date; (F) to the Holders of the Class C Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class C Notes, until the Note Balance thereof has been reduced to zero;; and (G) to the Holders of the Class D Notes, the Interest Payment Amount for the Class D Notes for such Payment Date; (H) to the Holders of the Class D Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class D Notes, until the Note Balance thereof has been reduced to zero; (I) to the Holders of the Class E Notes, the Interest Payment Amount for the Class E Notes for such Payment Date; (J) to the Holders of the Class E Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class E Notes, until the Note Balance thereof has been reduced to zero; (K) to the Holders of the Class F Notes, the Interest Payment Amount for the Class F Notes for such Payment Date; (L) to the Holders of the Class F Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class F Notes, until the Note Balance thereof has been reduced to zero~~; and~~; (M) to the Holders of the Class G Notes, the Interest Payment Amount for the Class G Notes for such Payment Date; (N) to the Holders of the Class G Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class G Notes, until the Note Balance thereof has been reduced to zero; (O) on a pro rata basis, to the Indenture Trustee, the Owner Trustee, the Standby ~~Servicer, the Note Calculation Agent~~ Servicer and the ~~Collateral Agent~~Custodian, any amounts owed to such parties but not paid due to the limitation in clause (iii) above; and (vi) ~~to, or at the direction of,~~ to the Holders of the Trust Certificates any remaining amounts. On any Special Payment Date, each Holder of a Class of Notes ~~and each holder of the Trust Certificates~~ shall be entitled to its pro rata share of the Prepayment Amount or the Repurchase Price and any interest accrued thereon through the date of such payment. (e) On each Payment Date occurring after the Pre-Default Period, other than the Payment Date following a Sale, the Securities Intermediary on behalf of the Indenture Trustee shall apply amounts on deposit in the Payment Account and the Reserve Account on such date to make payments in the following order of priority: (i) to the Delinquent Loan Reviewer, the Delinquent Loan Reviewer Fee, if any, for such Payment Date; (ii) if the Standby Servicer or other successor servicer is the Servicer of the Purchased Mortgage Loans, to the Standby Servicer or such other successor servicer, reimbursement for any unreimbursed advances and expenses with respect to the Purchased Mortgage Loans or the related Mortgaged Properties and the earned and unpaid Monthly Servicing Fee for such Payment Date; (iii) on a pro rata basis to the Indenture Trustee, the ~~Collateral Agent~~Custodian, the Mortgage Loan Custodian, the Owner Trustee~~, the Note Calculation Agent~~, the Administrator, the Standby Servicer and the Diligence Provider, based on the amounts due to each such party, the earned and unpaid Monthly Indenture Trustee Fee, Monthly ~~Collateral Agent~~ Custodial Fee, Mortgage Loan Custodial Fee, Owner Trustee Fee, Administrator Fee, Standby Servicing Fee and Review Fee, if any, for such Payment Date, as applicable; (iv) on a pro rata basis, to the Indenture Trustee, the Standby Servicer, the Owner Trustee, the ~~Note Calculation Agent, the Collateral Agent,~~ Custodian and the Mortgage Loan Custodian, any Extraordinary Expenses due and payable to such party, to the extent not previously paid; (v) if the Payment Date occurs during the Auction Period, to the Reserve Account, any collections received in respect of principal on the Purchased Mortgage Loans; (vi) sequentially, to the Holders of the Class A, Class B, Class C, Class D and Class E Notes, in that order, the Interest Payment Amount for each such Class for such Payment Date; (vii) sequentially, to the Holders of the Class A A, Class B, Class C, Class D and Class E Notes, in that order, any Basis Risk Shortfall Amount for each such Class for such Payment Date; (viii) sequentially, to the Holders of the Class A, Class B, Class C, Class D and Class E Notes, in that order, in respect of principal, until the Note Balance of each such Class of Notes has been reduced to zero; (~~viii~~ix) to the Holders of the Class A F Notes, ~~any Basis Risk Shortfall~~ the Interest Payment Amount for such Class for such Payment Date; (~~ix) to the Holders of the Class B Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (~~x) to the Holders of the Class B F Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xi) to the Holders of the Class C F Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xii) to the Holders of the Class C G Notes, ~~any Basis Risk Shortfall~~ the Interest Payment Amount for such Class for such Payment Date; (xiii) to the Holders of the Class D G Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xiv) to the Holders of the Class G Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xiv) to the Holders of the Class D Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xv) to the Holders of the Class E Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xvi) to the Holders of the Class E Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xvii) to the Holders of the Class F Notes, the Interest Payment Amount for such Class for such Payment Date; (xviii) to the Holders of the Class F Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xix) to the Holders of the Class F Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; and (xxxv) to the Holders of the Trust Certificates any remaining amounts. (f) The Indenture Trustee shall, upon receipt of an Issuer Order at such time as there are no Notes outstanding and all obligations of the Issuer hereunder have been satisfied, release the Collateral from the Lien of this Indenture.

Appears in 1 contract

Samples: Indenture (loanDepot, Inc.)

Payments in General. (a) On each Payment Date on which a payment (other than as specified in Section 6.1(b) or (c) below) in respect of any Series of Subordinated Notes or Term Notes, as applicable, is to be made, the Note Paying Agent or its designated agent shall, to the extent that it receives funds from the Collateral Agent to make a payment in respect of any Series of Subordinated Notes or Term Notes, as applicable, cause such funds to be deposited in, and credited to, the Payment Account for such Series. On each Payment Date and with respect to each ~~Class~~ Series of Subordinated Notes or Term Notes, as applicable, entitled to such a payment in accordance with ~~Section 6.1(d) or Section 6.1(e), as applicable~~the Security Agreement, the ~~Indenture Trustee~~ Note Paying Agent or its designated agent shall make payment of funds in the Payment Account for such ~~Class~~ Series to the Subordinated Noteholders or Term Noteholders, as applicable, on the related Note Record Date. Such payment shall be to each Subordinated Noteholder or Term Noteholder of record of such Series, as of applicable, on the ~~related~~ preceding Note Record Date based on such Term Noteholder’s pro rata share of the aggregate ~~Note Balance~~ Principal Amount of the Subordinated Notes or Term Notes of such ~~Class~~Series, as applicable, held by such Subordinated Noteholder or Term Noteholder; provided, ~~that~~ however, that, the final principal payment due on a Term Note or Subordinated Note shall only be paid to the Holder of a Term Note or Subordinated Note on due presentment of such Term Note or Subordinated Note for cancellation in accordance with the provisions of ~~such~~ the Term Note or Subordinated Note. (b) Unless otherwise specified in the applicable Indenture Supplement, on each Payment Date on which a payment of Carry-Over Interest Shortfall in respect of any Series of Subordinated Notes is to be made, the Note Paying Agent or its designated agent shall, to the extent it receives funds from the Collateral Agent to pay Carry-Over Interest Shortfall in respect of such Series of Subordinated Notes, cause such funds to be deposited in, and credited to, the Payment Account for such Series of Subordinated Notes. On each Payment Date and with respect to each Series of Subordinated Notes entitled to a payment of Carry-Over Interest Shortfall in accordance with the Security Agreement, the Note Paying Agent or its designated agent shall make payment of funds in the related Payment Account to the Subordinated Noteholders of such Series on the related Note Record Date. With respect to each Series of Subordinated Notes, the amount of funds in respect of Carry-Over Interest Shortfall allocated to 33 Base Indenture each Series of Subordinated Notes shall be allocated pro rata in accordance with the Principal Amount Charge-Off of each such Series of Subordinated Notes. (c) Unless otherwise specified by the Clearing ~~Agency~~Agency or in the applicable Supplement, amounts ~~payable~~ distributable to a Term Noteholder or Subordinated Noteholder pursuant to this Section ~~6.1(d~~6.1(c) ~~or Section 6.1(e), as applicable, or Section 9.6~~ shall be payable by wire transfer of immediately available funds released by the ~~Indenture Trustee~~ Paying Agent from the Payment Account for credit to the account designated in writing by such Term Noteholder at least ~~[***]~~ 15 days prior to the relevant Payment Date or, if no such designation has been received, by first class mail to such Noteholder’s at its address of record with the Indenture Trustee. (c) The Indenture Trustee shall promptly notify the Seller as to the amount of any accrued and unpaid expenses or indemnity amounts owing under the Program Agreements to the Indenture Trustee, the Owner Trustee, the Standby Servicer and the Collateral Agent including any Extraordinary Expenses. In addition, [***], the Indenture Trustee shall notify the Seller of the Interest Coverage Amount (assuming for purposes of this calculation that all Price Differential amounts due on the Remittance Date are received from the Seller), if any, on such Remittance Date. (d) Unless otherwise specified in the applicable Indenture Supplement, on each Payment Date on which a payment of Principal Amount in respect of any Series of Subordinated Notes or Term Notes is to be made, the Note Paying Agent or its designated agent shall, to the extent it receives funds from the Collateral Agent to pay Principal Amount in respect of any Series of Subordinated Notes or Term Notes, as applicable, cause such funds to be deposited in, and credited to, the Payment Account for that Series of Subordinated Notes or Term Notes, as applicable. On each Payment Date ~~occurring during~~ and with respect to each Series of Subordinated Notes or Term Notes, as applicable, entitled to a distribution of Principal Amount in accordance with the ~~Pre-Default Period~~Security Agreement, the ~~Securities Intermediary on behalf~~ Note Paying Agent or its designated agent shall make payment of ~~the Indenture Trustee shall apply the amount on deposit~~ funds in the Payment Account ~~on such date to make payments in the following order~~ for that Series of ~~priority: (i) if the Standby Servicer~~ Subordinated Notes or ~~other successor servicer is the Servicer of the Purchased Mortgage Loans~~Term Notes, as applicable, to the ~~Standby Servicer~~ applicable Subordinated Noteholders or ~~such other successor servicer, reimbursement for any unreimbursed advances, including transfer costs in~~ Term Noteholders on the ~~event such costs have not been paid by the predecessor Servicer, fees and expenses with~~ related Note Record Date. With respect to ~~the Purchased Mortgage Loans~~ each Series of Subordinated Notes or the related Mortgaged Properties and the earned and unpaid Monthly Servicing Fee for such Payment Date; (ii) on a pro rata basis to the Indenture Trustee, the Collateral Agent, the Owner Trustee, the Note Calculation Agent, the Administrator, the Standby Servicer and the Diligence Provider, based on the amounts due to each such party, the earned and unpaid Monthly Indenture Trustee Fee, Monthly Collateral Agent Fee, Owner Trustee Fee, Administrator Fee, Standby Servicing Fee and Review Fee, if any, for such Payment DateTerm Notes, as applicable~~; (iii) on a pro rata basis to the Indenture Trustee~~, the Standby Servicer, the Owner Trustee, the Note Calculation Agent and the Collateral Agent, any Extraordinary Expenses due and payable to such party, to the extent not previously paid; provided that, Extraordinary Expenses will in no event exceed the Extraordinary Expense Cap; provided, further, that $[***]amount of the Extraordinary Expense Cap will be allocated to reimbursable expenses of the Indenture Trustee, the Standby Servicer, the Note Calculation Agent and the Collateral Agent and $[***] of the Extraordinary Expense Cap will be allocated to reimbursable expenses of the Owner Trustee (and on the Payment Date occurring in December of such calendar year, each such party shall have the right to reimbursement from any unused portion of the Extraordinary Expense Cap allocated to another party to the extent that the Extraordinary Expenses reimbursable to such party exceed the related capped amount at the end of such calendar year) (the aggregate amount, if any, owing to such parties but unpaid under this clause (iii) due to the foregoing limitations being the “Remaining Expenses”); (iv) if sufficient funds remain in the Payment Account to pay in full the Securities Monthly Payment Amount and any Remaining Expenses, then the following amounts shall be paid without priority: (A) on a pro rata basis to each of the Indenture Trustee, the Owner Trustee, the Standby Servicer, the Note Calculation Agent and the Collateral Agent, the portion of the Remaining Expenses, if any, owed to such party; and (B) to the Holders of each class of Notes, the Interest Payment Amount and Required Principal Payment, if any, in respect of ~~such Class (provided that such Required~~ Principal ~~Payment shall not reduce the Note Balance~~ Amount allocated to each Series of ~~such Class of~~ Subordinated Notes ~~below zero); (v) if insufficient funds remain in the Payment Account to pay in full the Securities Monthly Payment Amount and any Remaining Expenses~~or Term Notes, ~~then payments~~ as applicable, shall be ~~made~~ allocated pro rata in accordance with the ~~following priority (provided that any payments~~ Principal Amount of ~~principal~~ each such Series of Subordinated Notes or Term Notes, as applicable, outstanding in reduction of the ~~Note Balance~~ Principal Amount of ~~each Class~~ such Series of Subordinated Notes ~~pursuant to clause (B), (D), (F), (H), (J)~~ or ~~(L) below will be made on a pro rata basis based on the respective Note Balances): (A) to the Holders of the Class A~~ Term Notes, the Interest Payment Amount for the Class A Notes for such Payment Date; (B) to the Holders of the Class A Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class A Notes, until the Note Balance thereof has been reduced to zero; (C) to the Holders of the Class B Notes, the Interest Payment Amount for the Class B Notes for such Payment Date; (D) to the Holders of the Class B Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class B Notes, until the Note Balance thereof has been reduced to zero; (E) to the Holders of the Class C Notes, the Interest Payment Amount for the Class C Notes for such Payment Date; (F) to the Holders of the Class C Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class C Notes, until the Note Balance thereof has been reduced to zero; (G) to the Holders of the Class D Notes, the Interest Payment Amount for the Class D Notes for such Payment Date; (H) to the Holders of the Class D Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class D Notes, until the Note Balance thereof has been reduced to zero; (I) to the Holders of the Class E Notes, the Interest Payment Amount for the Class E Notes for such Payment Date; (J) to the Holders of the Class E Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class E Notes, until the Note Balance thereof has been reduced to zero; (K) to the Holders of the Class F Notes, the Interest Payment Amount for the Class F Notes for such Payment Date; (L) to the Holders of the Class F Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class F Notes, until the Note Balance thereof has been reduced to zero; and (M) on a pro rata basis, to the Indenture Trustee, the Owner Trustee, the Standby Servicer, the Note Calculation Agent and the Collateral Agent, any amounts owed to such parties but not paid due to the limitation in clause (iii) above; and (vi) to, or at the direction of, the Holders of the Trust Certificates any remaining amounts. On any Payment Date, each Holder of a Class of Notes and each holder of the Trust Certificates shall be entitled to its pro rata share of the Prepayment Amount or the Repurchase Price and any interest accrued thereon through the date of such paymentas applicable. (e) On each Payment ~~Date occurring after the Pre-Default Period~~Date, ~~other than the Payment Date following a Sale, the Securities Intermediary on behalf of~~ the Indenture Trustee or its designated agent shall, or shall ~~apply amounts on deposit in~~ have appointed the ~~Payment Account and the Reserve Account on such date to make payments in the following order of priority: (i)~~ Note Paying Agent to, send to the ~~Delinquent Loan Reviewer, the Delinquent Loan Reviewer Fee, if any, for such Payment Date; (ii) if the Standby Servicer or other successor servicer is~~ Term Noteholders and Subordinated Noteholders the Servicer of the Purchased Mortgage Loans, to the Standby Servicer or such other successor servicer, reimbursement for any unreimbursed advances and expenses with respect to the Purchased Mortgage Loans or the related Mortgaged Properties and the earned and unpaid Monthly Servicing Fee for such Payment Date; (iii) on a pro rata basis to the Indenture Trustee, the Collateral Agent, the Mortgage Loan Custodian, the Owner Trustee, the Note Calculation Agent, the Administrator, the Standby Servicer and the Diligence Provider, based on the amounts due to each such party, the earned and unpaid Monthly Indenture Trustee Fee, Monthly Collateral Agent Fee, Mortgage Loan Custodial Fee, Owner Trustee Fee, Administrator Fee, Standby Servicing Fee and Review Fee, if any, for such Payment Date, as applicable; (iv) on a pro rata basis, to the Indenture Trustee, the Standby Servicer, the Owner Trustee, the Note Calculation Agent, the Collateral Agent, and the Mortgage Loan Custodian, any Extraordinary Expenses due and payable to such party, to the extent not previously paid; (v) if the Payment Date occurs during the Auction Period, to the Reserve Account, any collections received in respect of principal on the Purchased Mortgage Loans; (vi) sequentially, to the Holders of the Class A, Class B, Class C, Class D and Class E Notes, in that order, the Interest Payment Amount for each such Class for such Payment Date; (vii) to the Holders of the Class A Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (viii) to the Holders of the Class A Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (ix) to the Holders of the Class B Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (x) to the Holders of the Class B Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xi) to the Holders of the Class C Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xii) to the Holders of the Class C Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xiii) to the Holders of the Class D Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xiv) to the Holders of the Class D Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xv) to the Holders of the Class E Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xvi) to the Holders of the Class E Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xvii) to the Holders of the Class F Notes, the Interest Payment Amount for such Class for such Payment Date; (xviii) to the Holders of the Class F Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xix) to the Holders of the Class F Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; and (xx) to the Holders of the Trust Certificates any remaining amountsReport. (f) The Indenture Trustee shall, upon receipt of an Issuer Order at such time as there are no Notes outstanding and all obligations of the Issuer hereunder have been satisfied, release the Collateral from the Lien of this Indenture.

Appears in 1 contract

Samples: Base Indenture (Accredited Home Lenders Holding Co)

Payments in General. (a) On each Payment Date on which a payment (other than as specified in Section 6.1(b) or (c) below) in respect of any Series of Subordinated Notes is to be made, the Subordinated Note Paying Agent or its designated agent shall, to the extent that it receives funds from the Collateral Agent to make a payment in respect of any Series of Subordinated Notes, cause such funds to be deposited in, and credited to, the Payment Account. On each Payment Date and with respect to each ~~Class~~ Series of Subordinated Notes entitled to such a payment in accordance with ~~Section 6.1(d) or Section 6.1(e), as applicable~~the Security Agreement, the ~~Indenture Trustee~~ Subordinated Note Paying Agent or its designated agent shall make payment of funds in the Payment Account ~~for such Class~~ to the Subordinated Noteholders ~~of record as of~~ on the related Subordinated Note Record ~~Date based on~~ Date. With respect to each Series of Subordinated Notes, the amount of any such ~~Noteholder’s~~ payment allocated to each Series of Subordinated Notes shall be allocated pro rata share of the aggregate Note Balance of the Notes of such Class; provided, that the final principal payment due on a Note shall only be paid to the Holder of a Note on due presentment of such Note for cancellation in accordance with the ~~provisions~~ Principal Amount of each such ~~Note~~Series of Subordinated Notes. (b) On each Payment Date on which a payment of Carry-Over Interest Shortfall in respect of any Series of Subordinated Notes is to be made, the Subordinated Note Paying Agent or its designated agent shall, to the extent it receives funds from the Collateral Agent to pay Carry-Over Interest Shortfall in respect of such Series of Subordinated Notes, cause such funds to be deposited in, and credited to, the Payment Account. On each Payment Date and with respect to each Series of Subordinated Notes entitled to a payment of Carry-Over Interest Shortfall in accordance with the Security Agreement, the Subordinated Note Paying Agent or its designated agent shall make payment of funds in the Payment Account to the Subordinated Noteholders on the related Subordinated Note Record Date. With respect to each Series of Subordinated Notes, the amount of funds in respect of Carry-Over Interest Shortfall allocated to each Series of Subordinated Notes shall be allocated pro rata in accordance with the Principal Amount of each such Series of Subordinated Notes. (c) Unless otherwise specified by the Clearing ~~Agency~~Agency or in the applicable Supplement, amounts ~~payable~~ distributable to a Subordinated Noteholder pursuant to this Section ~~6.1(d~~6.1(c) ~~or Section 6.1(e), as applicable, or Section 9.6~~ shall be payable by wire transfer of immediately available funds released by the ~~Indenture Trustee~~ Paying Agent from the Payment Account no later than 12:00 noon (New York City time) for credit to the account designated in writing by such Subordinated Noteholder at least ~~[***]~~ 15 days prior to the relevant Payment Date or, if no such designation has been received, by first class mail to such Noteholder’s at its address of record with the Indenture Trustee. (c) The Indenture Trustee shall promptly notify the Seller as to the amount of any accrued and unpaid expenses or indemnity amounts owing under the Program Agreements to the Indenture Trustee, the Owner Trustee, the Standby Servicer and the Collateral Agent including any Extraordinary Expenses. In addition, [***], the Indenture Trustee shall notify the Seller of the Interest Coverage Amount (assuming for purposes of this calculation that all Price Differential amounts due on the Remittance Date are received from the Seller), if any, on such Remittance Date. (d) On each Payment Date ~~occurring during the Pre-Default Period~~on which a payment of Principal Amount in respect of any Series of Subordinated Notes is to be made, the Securities Intermediary on behalf of the Indenture Trustee shall apply the amount on deposit in the Payment Account on such date to make payments in the following order of priority: (i) if the Standby Servicer Subordinated Note Paying Agent or other successor servicer is the Servicer of the Purchased Mortgage Loans, to the Standby Servicer or such other successor servicer, reimbursement for any unreimbursed advances, including transfer costs in the event such costs have not been paid by the predecessor Servicer, fees and expenses with respect to the Purchased Mortgage Loans or the related Mortgaged Properties and the earned and unpaid Monthly Servicing Fee for such Payment Date; (ii) on a pro rata basis to the Indenture Trustee, the Collateral Agent, the Owner Trustee, the Note Calculation Agent, the Administrator, the Standby Servicer and the Diligence Provider, based on the amounts due to each such party, the earned and unpaid Monthly Indenture Trustee Fee, Monthly Collateral Agent Fee, Owner Trustee Fee, Administrator Fee, Standby Servicing Fee and Review Fee, if any, for such Payment Date, as applicable; (iii) on a pro rata basis to the Indenture Trustee, the Standby Servicer, the Owner Trustee, the Note Calculation Agent and the Collateral Agent, any Extraordinary Expenses due and payable to such partyits designated agent shall, to the extent not previously paid; provided that, Extraordinary Expenses will in no event exceed the Extraordinary Expense Cap; provided, further, that $[***]of the Extraordinary Expense Cap will be allocated to reimbursable expenses of the Indenture Trustee, the Standby Servicer, the Note Calculation Agent and it receives funds from the Collateral Agent to pay Principal Amount in respect of any Series of Subordinated Notes, cause such funds to be deposited in, and ~~$[***] of the Extraordinary Expense Cap will be allocated to reimbursable expenses of the Owner Trustee (and on~~ credited to, the Payment Account. On each Payment Date ~~occurring~~ and with respect to each Series of Subordinated Notes entitled to a distribution of Principal Amount in ~~December~~ accordance with the Security Agreement, the Subordinated Note Paying Agent or its designated agent shall make payment of such calendar year, each such party shall have the right to reimbursement from any unused portion of the Extraordinary Expense Cap allocated to another party to the extent that the Extraordinary Expenses reimbursable to such party exceed the related capped amount at the end of such calendar year) (the aggregate amount, if any, owing to such parties but unpaid under this clause (iii) due to the foregoing limitations being the “Remaining Expenses”); (iv) if sufficient funds ~~remain~~ in the Payment Account to ~~pay in full~~ the ~~Securities Monthly Payment Amount and any Remaining Expenses, then~~ Subordinated Noteholders on the ~~following amounts shall be paid without priority: (A) on a pro rata basis~~ related Subordinated Note Record Date. With respect to each Series of the Indenture Trustee, the Owner Trustee, the Standby Servicer, the Note Calculation Agent and the Collateral Agent, the portion of the Remaining Expenses, if any, owed to such party; and (B) to the Holders of each class of Subordinated Notes, the ~~Interest Payment Amount and Required Principal Payment, if any,~~ amount of funds in respect of ~~such Class (provided that such Required~~ Principal ~~Payment shall not reduce the Note Balance~~ Amount allocated to each Series of ~~such Class of~~ Subordinated Notes ~~below zero); (v) if insufficient funds remain in the Payment Account to pay in full the Securities Monthly Payment Amount and any Remaining Expenses, then payments~~ shall be ~~made~~ allocated pro rata in accordance with the ~~following priority (provided that any payments~~ Principal Amount of ~~principal~~ each such Series of Subordinated Notes in reduction of the ~~Note Balance of each Class of Notes pursuant to clause (B), (D), (F), (H), (J) or (L) below will be made on a pro rata basis based on the respective Note Balances): (A) to the Holders~~ Principal Amount of the ~~Class A~~ Subordinated Notes, the Interest Payment Amount for the Class A Notes for such Payment Date; (B) to the Holders of the Class A Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class A Notes, until the Note Balance thereof has been reduced to zero; (C) to the Holders of the Class B Notes, the Interest Payment Amount for the Class B Notes for such Payment Date; (D) to the Holders of the Class B Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class B Notes, until the Note Balance thereof has been reduced to zero; (E) to the Holders of the Class C Notes, the Interest Payment Amount for the Class C Notes for such Payment Date; (F) to the Holders of the Class C Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class C Notes, until the Note Balance thereof has been reduced to zero; (G) to the Holders of the Class D Notes, the Interest Payment Amount for the Class D Notes for such Payment Date; (H) to the Holders of the Class D Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class D Notes, until the Note Balance thereof has been reduced to zero; (I) to the Holders of the Class E Notes, the Interest Payment Amount for the Class E Notes for such Payment Date; (J) to the Holders of the Class E Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class E Notes, until the Note Balance thereof has been reduced to zero; (K) to the Holders of the Class F Notes, the Interest Payment Amount for the Class F Notes for such Payment Date; (L) to the Holders of the Class F Notes, the Required Principal Payment for such Payment Date, in reduction of the Note Balance of the Class F Notes, until the Note Balance thereof has been reduced to zero; and (M) on a pro rata basis, to the Indenture Trustee, the Owner Trustee, the Standby Servicer, the Note Calculation Agent and the Collateral Agent, any amounts owed to such parties but not paid due to the limitation in clause (iii) above; and (vi) to, or at the direction of, the Holders of the Trust Certificates any remaining amounts. On any Payment Date, each Holder of a Class of Notes and each holder of the Trust Certificates shall be entitled to its pro rata share of the Prepayment Amount or the Repurchase Price and any interest accrued thereon through the date of such payment. (e) On each Payment ~~Date occurring after the Pre-Default Period~~Date, ~~other than the Payment Date following a Sale, the Securities Intermediary on behalf of~~ the Indenture Trustee or its designated agent shall, or shall ~~apply amounts on deposit in~~ have appointed the ~~Payment Account and the Reserve Account on such date to make payments in the following order of priority: (i)~~ Subordinated Note Paying Agent to, send to the ~~Delinquent Loan Reviewer, the Delinquent Loan Reviewer Fee, if any, for such Payment Date; (ii) if the Standby Servicer or other successor servicer is~~ Subordinated Noteholders the Servicer of the Purchased Mortgage Loans, to the Standby Servicer or such other successor servicer, reimbursement for any unreimbursed advances and expenses with respect to the Purchased Mortgage Loans or the related Mortgaged Properties and the earned and unpaid Monthly Servicing Fee for such Payment Date; (iii) on a pro rata basis to the Indenture Trustee, the Collateral Agent, the Mortgage Loan Custodian, the Owner Trustee, the Note Calculation Agent, the Administrator, the Standby Servicer and the Diligence Provider, based on the amounts due to each such party, the earned and unpaid Monthly Indenture Trustee Fee, Monthly Collateral Agent Fee, Mortgage Loan Custodial Fee, Owner Trustee Fee, Administrator Fee, Standby Servicing Fee and Review Fee, if any, for such Payment Date, as applicable; (iv) on a pro rata basis, to the Indenture Trustee, the Standby Servicer, the Owner Trustee, the Note Calculation Agent, the Collateral Agent, and the Mortgage Loan Custodian, any Extraordinary Expenses due and payable to such party, to the extent not previously paid; (v) if the Payment Date occurs during the Auction Period, to the Reserve Account, any collections received in respect of principal on the Purchased Mortgage Loans; (vi) sequentially, to the Holders of the Class A, Class B, Class C, Class D and Class E Notes, in that order, the Interest Payment Amount for each such Class for such Payment Date; (vii) to the Holders of the Class A Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (viii) to the Holders of the Class A Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (ix) to the Holders of the Class B Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (x) to the Holders of the Class B Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xi) to the Holders of the Class C Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xii) to the Holders of the Class C Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xiii) to the Holders of the Class D Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xiv) to the Holders of the Class D Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xv) to the Holders of the Class E Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xvi) to the Holders of the Class E Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; (xvii) to the Holders of the Class F Notes, the Interest Payment Amount for such Class for such Payment Date; (xviii) to the Holders of the Class F Notes, in respect of principal, until the Note Balance of such Class of Notes has been reduced to zero; (xix) to the Holders of the Class F Notes, any Basis Risk Shortfall Amount for such Class for such Payment Date; and (xx) to the Holders of the Trust Certificates any remaining amountsReport. (f) In the event that the Indenture Trustee determines that any withholding tax is due on or any withholding tax is otherwise imposed on the Issuer’s payment (or allocations of income) to a Subordinated Noteholder, such tax shall reduce the amount otherwise payable to the Subordinated Noteholder in accordance with this Section. The Indenture Trustee ~~shall~~or its designated agent and each Subordinated Note Paying Agent is hereby authorized and directed to retain from amounts otherwise payable to the Subordinated Noteholders sufficient funds for the payment of any such withholding tax that is determined by the Indenture Trustee to be due or is otherwise legally owed by the Issuer, ~~upon receipt~~ to deposit such amounts with an authorized depository, and to make such reports or filings in connection therewith as may be required by law (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of ~~an Issuer Order~~ such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Subordinated Noteholder shall be treated as cash distributed to such Subordinated Noteholder at ~~such~~ the time ~~as there are no Notes outstanding and all obligations of~~ it is withheld by the Issuer ~~hereunder have been satisfied~~and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment, ~~release~~ the ~~Collateral from~~ Indenture Trustee or its designated agent may withhold such amounts in accordance with this Section 6.1(f). In the ~~Lien~~ event that a Subordinated Noteholder wishes to apply for a refund of ~~this Indenture~~any such withholding tax, the Indenture Trustee or its designated agent shall reasonably cooperate with such Subordinated Noteholder in making such claim so long as such Subordinated Noteholder agrees to reimburse the Indenture Trustee or its designated agent for any out-of-pocket expenses incurred.

Appears in 1 contract

Samples: Residential Mortgage Backed Subordinated Notes Indenture (New Century Financial Corp)

Common use of Payments in General Clause in Contracts