PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below. (a) On each Distribution Date on which distributions in reduction of the Current Principal Amount of the Insured Certificates are made , such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates: (i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and (ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificate presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c). All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Principal Amount of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 6.10(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c) on the Depository's participant terminal system. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be applied in an amount equal to the Group I Senior Optimal Principal Amount allocable to such Class pursuant to Section 6.01(a)(A), plus, with respect to the Insured Certificates, any amounts available for distribution from the Rounding Account established as provided in Section 6.09, provided that the aggregate distribution in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Principal Amount allocable to distributions in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date exceeds the aggregate Current Principal Amount of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates), distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d). (b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Principal Amount thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Principal Amount of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 6.10(a). (c) Requests for distributions in reduction of the Current Principal Amount of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer, MBIA or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Principal Amount of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 and shall notify the Depository as to the amount of the Group I Senior Optimal Principal Amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.10. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Principal Amount of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Principal Amount of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.10, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection. (d) To the extent, if any, that distributions in reduction of the Current Principal Amount of the Insured Certificates on a Distribution Date exceed the outstanding Current Principal Amount of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a) above, the additional distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Principal Amount of the Insured Certificates to be made on any such Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Principal Amount of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Principal Amount thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Current Principal Amount of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository. (e) Notwithstanding any provisions herein to the contrary, on any Distribution Date on which (i) any Realized Losses are allocated to the Insured Certificates and (ii) a MBIA Default has occurred and/or is continuing, distributions in reduction of the Current Principal Amount of the Insured Certificates will be made pro rata on the basis of their respective percentage interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 or mandatory distributions by Random Lot. (f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.01, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Principal Amount of such Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.10.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Mort Pass THR Cert Ser 2002-4)
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates are made , such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates:
(i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificate presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c4.13(c). All requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 6.10(c4.13(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c4.13(c) on the Depository's participant terminal system. Distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be applied in an amount equal to the Group I Senior Optimal Principal Distribution Amount allocable to such Class pursuant to Section 6.01(a)(A4.02(b), plus, with respect to the Insured Certificates, any amounts available for distribution from the Rounding Account established as provided in Section 6.094.12, provided that the aggregate distribution in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Principal Distribution Amount allocable to distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on any Distribution Date exceeds the aggregate Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates), distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d4.13(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 4.13 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Certificate Principal Amount Balance thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c4.13(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 6.10(a4.13(a).
(c) Requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer, MBIA Servicer or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a4.13(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 and shall notify the Depository as to the amount of the Group I Senior Optimal Principal Amount Distribution amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d4.13(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.104.13. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.104.13, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on a Distribution Date exceed the outstanding Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a4.13(a) above, the additional distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates to be made on any such Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Certificate Principal Amount Balance thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any Distribution Date on which (i) any Realized Losses are allocated to the Insured Certificates and (ii) a MBIA Certificate Insurer Default has occurred and/or is continuing, distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made pro rata on the basis of their respective percentage interests Percentage Interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 4.13 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.015.01 of the Standard Terms, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Certificate Principal Amount Balance of such Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.104.13.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities I Inc)
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the Current Principal Amount of the Insured Certificates are made , such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates:
(i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificate presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c). All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Principal Amount of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 6.10(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c) on the Depository's participant terminal system. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be applied in an amount equal to the Group I Senior Optimal Subgroup Principal Distribution Amount allocable to such Class pursuant to Section 6.01(a)(A6.01(h), plus, with respect to the Insured Certificates, any amounts available for distribution from the Rounding Account established as provided in Section 6.09, provided that the aggregate distribution in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Subgroup Principal Distribution Amount allocable to distributions in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date exceeds the aggregate Current Principal Amount of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates), distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Principal Amount thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Principal Amount of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 6.10(a).
(c) Requests for distributions in reduction of the Current Principal Amount of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the CompanyDepositor, the Seller, the Master Servicer, MBIA or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Principal Amount of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 4.05(c) and shall notify the Depository as to the amount of the Group I Senior Optimal Subgroup Principal Distribution Amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.10. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Principal Amount of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Principal Amount of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.10, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the Current Principal Amount of the Insured Certificates on a Distribution Date exceed the outstanding Current Principal Amount of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a) above, the additional distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Principal Amount of the Insured Certificates to be made on any such Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Principal Amount of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Principal Amount thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Current Principal Amount of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any Distribution Date on which (i) any Realized Losses are allocated to the Insured Certificates and (ii) a MBIA Default has occurred and/or is continuing, distributions in reduction of the Current Principal Amount of the Insured Certificates will be made pro rata on the basis of their respective percentage interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.01, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Principal Amount of such Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.10.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Ii Inc Prime Mortgage Trust 2003 2)
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders Owners of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates are made made, such distributions will be made in the following priority among the Certificate Owners of the Insured Certificatespriority:
(i) any request by the personal representatives of a Deceased Holder Owner or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates presented on behalf of Deceased Holders Owners in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificate Certificates presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c4.10(c). All requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 6.10(c4.10(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the any Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c4.10(c) on the Depository's participant terminal system. Distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be applied in an amount equal to the Group I Senior Optimal Principal Distribution Amount allocable to such Class pursuant to Section 6.01(a)(A4.02(b), plus, with respect to the Insured Certificates, plus any amounts available for distribution from the Rounding Account established as provided in Section 6.094.09, provided that the aggregate distribution in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Principal Distribution Amount allocable to distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on any Distribution Date exceeds the aggregate Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured CertificatesAccount), distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d4.10(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder Owner for purposes of this Section 6.10 4.10 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Certificate Principal Amount Balance thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the such Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c4.10(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders Owners in Section 6.10(a4.10(a).
(c) Requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased HolderOwner, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder Beneficial Owner and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer, MBIA Servicer or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a4.10(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two three Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 and shall notify the Depository as to the amount of the Group I Senior Optimal Principal Amount Distribution amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d4.10(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.104.10. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.104.10, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on a Distribution Date exceed the outstanding Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a4.10(a) above, the additional distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners; provided however, that, if after the distribution in reduction of the Certificate Principal Balance of the Insured Certificates on the next succeeding Distribution Date on which mandatory distributions are to be made, the Certificate Principal Balance of the Insured Certificates would not be reduced to zero, the Individual Insured Certificates to which such distributions will be applied shall be selected by the Depository from those Insured Certificates not otherwise receiving distributions in reduction of the Certificate Principal Balance on such Distribution Date. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates to be made on any such the next Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Certificate Principal Amount Balance thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any Distribution Date following the first Distribution Date on which (i) any Realized Losses are allocated to the Insured Certificates and (ii) a MBIA an FSA Default has occurred and/or is continuingoccurring, distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made pro rata on the basis of their respective percentage interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 4.10 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.01, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Certificate Principal Amount Balance of such the Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.104.10.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions Prior to the Credit Support Depletion Date, distributions in reduction of the Current Class A-3 Principal Amount of the Insured Certificates Balance will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners Holders of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below. On and after the Credit Support Depletion Date, or distributions in reduction of the Class A-3 Principal Balance will be made on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which principal distributions in reduction of to the Current Principal Amount of the Insured Class A-3 Certificates are made made, such distributions will be made in the following priority among the Certificate Owners of the Insured Certificatespriority:
(i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in commonHolder, but not exceeding an aggregate amount of $100,000 per request25,000 for each requesting Deceased Holder; and
(ii) any request by a Living OwnerHolder, but not exceeding an aggregate amount of $10,000 per requestfor each requesting Living Holder. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 25,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners Holders of the Insured Certificates until all such requests have been honored. Requests for principal distributions in reduction of the Current Principal Amount of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the DepositoryDTC. Requests for principal distributions in reduction of the Current Principal Amount of the Insured Certificate presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by DTC; provided, however, that distributions will be subject to the Depository after all requests presented priorities described in accordance with clause (i) above have been honoredthe preceding paragraph. All requests for principal distributions in reduction of the Current Principal Amount of the Insured to Class A-3 Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c4.05(c). All requests for principal distributions in reduction of the Current Principal Amount of the Insured to Class A-3 Certificates with respect to any Distribution Date must be received by the Depository DTC and on the Depository's "participant terminal system" forwarded to, and received by by, the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, requests for distributions not accepted with respect to any Distribution Date, will be treated as requests for principal distributions in reduction of the Current Principal Amount of Insured to Class A-3 Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until each such request is accepted or is withdrawn as provided in Section 6.10(c4.05(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner Holder of the related Insured Certificate, all in accordance with the procedures of the Depository DTC and the Trustee. Upon the transfer of the beneficial ownership of the any Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c4.05(c) on the Depository's participant terminal systemusing a form required by DTC. Distributions in reduction of the Current Class A-3 Principal Amount of the Insured Certificates Balance will be applied in an amount equal to the Group I portion of the Senior Optimal Principal Distribution Amount allocable to such the Class A-3 Certificates pursuant to Section 6.01(a)(A)4.01, plus, with respect to the Insured Certificates, plus any amounts available for distribution from the Class A-3 Rounding Account established as provided in Section 6.093.18, provided that the aggregate distribution in reduction of principal to the Current Principal Amount of the Insured Class A-3 Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Principal Distribution Amount allocable to distributions in reduction of the Current Principal Amount of the Insured Class A-3 Certificates on any Distribution Date exceeds the aggregate Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates)received, principal distributions in reduction of the Current Class A-3 Principal Amount of the Insured Certificates Balance will be made by mandatory distribution pursuant to Section 6.10(d4.05(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 4.05 if the death of the Certificate Owner Holder thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate OwnerHolder, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Principal Amount thereofprincipal distributions, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficiary"s beneficial interest therein, but in no event will a trust's trust"s beneficiaries collectively be deemed to be Certificate Owners Holders of a number of Individual Insured Certificates greater than the number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner Holder of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficiary"s beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner Holder of the such Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository ParticipantTrustee. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Principal Amount of the Insured Certificatesprincipal distributions, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate OwnerHolder. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c4.05(c) in establishing the eligibility of any Certificate Owner Holder to receive the priority accorded Deceased Holders in Section 6.10(a4.05(a).
(c) Requests for principal distributions in reduction of the Current Principal Amount of to any Insured Certificates Certificate must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's Holder"s interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant Trustee under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository DTC (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the DepositoryDTC) on a form required by DTC and provided to the Depository's participant terminal systemParticipant. The Depository Upon receipt of such request, DTC will date and time stamp such request and forward such request to the Trustee. DTC may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer, MBIA the Trustee or the Trustee Certificate Insurer shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the DepositoryDTC, a Depository Participant or any Indirect Depository Participant. The Depository Trustee shall maintain a list of those Depository Participants representing the appropriate Certificate Owners Holders of Insured Certificates that have submitted requests for distributions in reduction of the Current Principal Amount of Insured Certificatesprincipal distributions, together with the order of receipt and the amounts of such requests on requests. Subject to the Depository's participant terminal system. The Depository priorities described in Section 4.05(a) above, DTC will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a) above)receipt. The Trustee shall notify the Depository DTC as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 3.12 and shall notify the Depository DTC as to the amount portion of the Group I Senior Optimal Principal Distribution Amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d4.05(d). Requests shall be honored by the Depository DTC in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.104.05. The exact procedures to be followed by the Trustee and the Depository DTC for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the DepositoryDTC, as the case may be. The decisions of the Trustee and the Depository DTC concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from the Certificate Insurer or otherwise with respect to interest on such Certificates after such last day of the month. Any Certificate Owner Holder of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's Holder"s account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request request, on a form required by DTC, to DTC to be forwarded to the Depository's participant terminal systemTrustee. If such notice of withdrawal of a request for distribution has not been received on by DTC and forwarded to the Depository's participant terminal system Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of principal distributions in reduction of the Current Principal Amount of the Insured Certificates on such Distribution Date. In the event any requests for principal distributions in reduction of the Current Principal Amount of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.104.05, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository DTC with an explanation as to the reason for such rejection.
(d) To the extent, if any, that principal distributions in reduction of to be made to the Current Principal Amount of the Insured Certificates Class A-3 Certificateholders on a Distribution Date exceed the outstanding Current Certificate Principal Amount Balance of the Individual Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a4.05(a) above, the additional principal distributions in reduction of the Current Class A-3 Principal Amount of the Insured Certificates Balance will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the DepositoryDTC, the Depository Participants and the Indirect Depository Participants representing the Certificate OwnersHolders. The Trustee shall notify the Depository DTC of the aggregate amount of the mandatory principal distribution in reduction of the Current Principal Amount of the Insured Certificates to be made on any such the next Distribution Date. The Depository DTC shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Principal Amount of the Insured Certificatesprincipal distributions, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository DTC and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory principal distributions in reduction of the Current Principal Amount thereof are required to provide notice of such mandatory distributions to the affected Certificate OwnersHolders. The Master Servicer agrees to notify the Trustee of the amount of principal distributions in reduction of the Current Principal Amount of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to under the letter of representations dated the Closing Date among the Company, the Trustee and the DepositoryDepositary Agreement.
(e) Notwithstanding any provisions herein to the contrary, on any each Distribution Date on which (i) any Realized Losses are allocated to and after the Insured Certificates and (ii) a MBIA Default has occurred and/or is continuingCredit Support Depletion Date, distributions in reduction of the Current Class A-3 Principal Amount of the Insured Certificates Balance will be made pro rata on the basis of their respective percentage interests with the respect to the Insured Certificates among the Certificate Owners Holders of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 4.05(a) or mandatory distributions by Random LotLot as provided for by Section 4.05(d).
(f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.015.09, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Class A-3 Principal Amount of such Insured Certificates Balance are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.104.05.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp)
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates are made made, such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates:
(i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificate Certificates presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c3.14(c). All requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 6.10(c3.14(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c3.14(c) on the Depository's participant terminal system. Distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be applied in an amount equal to the Group I Senior Optimal Principal Distribution Amount allocable to such Class pursuant to Section 6.01(a)(A3.05(a)(ii), plus, with respect to the Insured Certificates, any amounts available for distribution from the Rounding Account established as provided in Section 6.093.13, provided that the aggregate distribution in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Principal Distribution Amount allocable to distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on any Distribution Date exceeds the aggregate Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates), distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d3.14(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 3.14 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Certificate Principal Amount Balance thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c3.14(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 6.10(a3.14(a).
(c) Requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer, MBIA Certificate Administrator or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a3.14(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report written information received by the Trustee from the Certificate Administrator pursuant to Section 4.04 3.06(f) and shall notify the Depository as to the amount of the Group I Senior Optimal Principal Amount Distribution amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d3.14(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.103.14. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.103.14, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates on a Distribution Date exceed the outstanding Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a3.14(a) above, the additional distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates to be made on any such Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Certificate Principal Amount Balance thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer Certificate Administrator agrees to notify the Trustee of the amount of distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates to be made on each Distribution Date in a timely manner in accordance with Section 3.06(f) hereof such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any Distribution Date on which (i) any Realized Losses Class A Loss Amounts are allocated to the Insured Certificates and (ii) a MBIA Certificate Insurer Default has occurred and/or is continuing, distributions in reduction of the Current Certificate Principal Amount Balance of the Insured Certificates will be made pro rata on the basis of their respective percentage interests Percentage Interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 3.14 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.014.01, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Certificate Principal Amount Balance of such Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.103.14.
Appears in 1 contract
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the Current Principal Amount of the Insured Certificates are made , such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates:
(i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificate presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c). All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Principal Amount of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 6.10(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c) on the Depository's participant terminal system. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be applied in an amount equal to the Group I Senior Optimal Principal Amount allocable to such Class pursuant to Section 6.01(a)(A), plus, with respect to the Insured Certificates, any amounts available for distribution from the Rounding Account established as provided in Section 6.09, provided that the aggregate distribution in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Principal Amount allocable to distributions in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date exceeds the aggregate Current Principal Amount of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates), distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Principal Amount thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Principal Amount of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 6.10(a).
(c) Requests for distributions in reduction of the Current Principal Amount of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer, MBIA or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Principal Amount of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 4.05(c) and shall notify the Depository as to the amount of the Group I Senior Optimal Principal Amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.10. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Principal Amount of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Principal Amount of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.10, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the Current Principal Amount of the Insured Certificates on a Distribution Date exceed the outstanding Current Principal Amount of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a) above, the additional distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Principal Amount of the Insured Certificates to be made on any such Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Principal Amount of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Principal Amount thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Current Principal Amount of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any Distribution Date on which (i) any Realized Losses are allocated to the Insured Certificates and (ii) a MBIA Default has occurred and/or is continuing, distributions in reduction of the Current Principal Amount of the Insured Certificates will be made pro rata on the basis of their respective percentage interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.01, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Principal Amount of such Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.10.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Inc Mort Pass THR Certs Ser 2003-1)
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Beneficial Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, Lot or on a pro rata basis pursuant to clause (e) as described below.
(a) On each Distribution Date on which distributions in reduction of the Current Principal Amount of the Insured Certificates are made , such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates:
(i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificate presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c4.11(a). All requests for distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" forwarded to, and received by by, the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Depository and forwarded to the Trustee after the related Record Date, and requests for distributions forwarded to the Trustee prior to the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until each such request is accepted or is withdrawn as provided in Section 6.10(c4.11(a). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the any Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c4.11 (a) on using a form required by the Depository's participant terminal system. Distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates on any Distribution Date will be applied in an amount equal to the Group I Senior Optimal Principal Distribution Amount allocable to such Class pursuant to Section 6.01(a)(A4.02(b), plus, with respect to minus any amounts deposited in the Insured Certificates, Rounding Account plus any amounts available for distribution from the such Rounding Account established as provided in Section 6.09Account, provided that the aggregate distribution in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Principal Distribution Amount allocable to distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates on any Distribution Date exceeds the aggregate Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (minus any amounts deposited in the Rounding Account plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured CertificatesAccount), distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d4.11 (b).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Principal Amount thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Principal Amount of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 6.10(a).
(ca) Requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's ’s interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on a form required by the Depository's participant terminal systemDepository and provided to the Depository Participant. Upon receipt of such request, the Depository will date and time stamp such request and forward such request to the Trustee. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer, MBIA or the Trustee or Certificate Insurer shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository Trustee shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Certificate Principal Amount Balance of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal systemrequests. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a) above)receipt. The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two three Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 and shall notify the Depository as to the amount of the Group I Senior Optimal Principal Distribution Amount to be distributed to the any Insured Certificates by Random Lot pursuant to Section 6.10(d4.11 (b). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.104.11. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Retail Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs, and notwithstanding anything to the contrary herein, no amounts shall be due from the Certificate Insurer or otherwise with respect to interest on such Certificates after such last day of the month. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's ’s account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request request, on a form required by the Depository's participant terminal system, to the Trustee. If such notice of withdrawal of a request for distribution has not been received on by the Depository's participant terminal system Depository and forwarded to the Trustee on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.104.11, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.
(db) To the extent, if any, that distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates on a Distribution Date exceed the outstanding Current Certificate Principal Amount Balance of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a4.11 (a) above, the additional distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Retail Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners; provided however, that, if after the distribution in reduction of the Certificate Principal Balance of any Insured Certificates on the next succeeding Distribution Date on which mandatory distributions are to be made, the Certificate Principal Balance of any Insured Certificates would not be reduced to zero, the Insured Retail Certificates to which such distributions will be applied shall be selected by the Depository from those Insured Certificates not otherwise receiving distributions in reduction of the Certificate Principal Balance on such Distribution Date. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates to be made on any such the next Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Retail Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Certificate Principal Amount Balance thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter [Letter of representations Representations] dated the Business Day immediately preceding the Closing Date among the Company, the Trustee and the Depository.
(ec) Notwithstanding any provisions herein to the contrary, on any each Distribution Date following the first Distribution Date on which (i) any Realized Losses are allocated to the any Insured Certificates and (ii) a MBIA Default has occurred and/or is continuingCertificates, distributions in reduction of the Current Certificate Principal Amount Balance of the any Insured Certificates will be made pro rata on the basis of their respective percentage interests with the respect to the Insured Certificates among the Certificate Owners of the any Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 4.11 or mandatory distributions by Random Lot.
(f) . In the event that Definitive Certificates representing the any Insured Certificates are issued pursuant to Section 5.01, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Certificate Principal Amount Balance of such any Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the any Insured Certificates, with the provisions of this Section 6.104.11.]
Appears in 1 contract
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the Current Principal Amount of the Insured Certificates are made , such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates:
(i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificate presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c). All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Principal Amount of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 6.10(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c) on the Depository's participant terminal system. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be applied in an amount equal to the Group I Senior Optimal Subgroup Principal Distribution Amount allocable to such Class pursuant to Section 6.01(a)(A6.01(h), plus, with respect to the Insured Certificates, any amounts available for distribution from the Rounding Account established as provided in Section 6.09, provided that the aggregate distribution in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Subgroup Principal Distribution Amount allocable to distributions in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date exceeds the aggregate Current Principal Amount of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates), distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Principal Amount thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Principal Amount of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 6.10(a).
(c) Requests for distributions in reduction of the Current Principal Amount of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the Company, the Master Servicer, MBIA or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Principal Amount of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 and shall notify the Depository as to the amount of the Group I Senior Optimal Principal Amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.10. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Principal Amount of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Principal Amount of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.10, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the Current Principal Amount of the Insured Certificates on a Distribution Date exceed the outstanding Current Principal Amount of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a) above, the additional distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Principal Amount of the Insured Certificates to be made on any such Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Principal Amount of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Principal Amount thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Current Principal Amount of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any Distribution Date on which (i) any Realized Losses are allocated to the Insured Certificates and (ii) a MBIA Default has occurred and/or is continuing, distributions in reduction of the Current Principal Amount of the Insured Certificates will be made pro rata on the basis of their respective percentage interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.01, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Principal Amount of such Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.10.Certificate
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust Mortgage Pass-Through Cert Ser 2003-3)
PRINCIPAL DISTRIBUTIONS ON THE INSURED CERTIFICATES. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be made in integral multiples of $1,000 at the request of the appropriate representatives of Deceased Holders of such Insured Certificates and at the request of Living Owners of such Insured Certificates or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the Current Principal Amount of the Insured Certificates are made made, such distributions will be made in the following priority among the Certificate Owners of the Insured Certificates:
(i) any request by the personal representatives of a Deceased Holder or by a surviving tenant by the entirety, by a surviving joint tenant or by a surviving tenant in common, but not exceeding an aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount of $10,000 per request. Thereafter, distributions will be made, with respect to the Insured Certificates, as provided in clauses (i) and (ii) above up to a second $100,000 and $10,000, respectively. This sequence of priorities will be repeated for each request for principal distributions made by the Certificate Owners of the Insured Certificates until all such requests have been honored. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificates presented on behalf of Deceased Holders in accordance with the provisions of clause (i) above will be accepted in order of their receipt by the Depository. Requests for distributions in reduction of the Current Principal Amount of the Insured Certificate presented in accordance with the provisions of clause (ii) above will be accepted in the order of their receipt by the Depository after all requests presented in accordance with clause (i) above have been honored. All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates will be accepted in accordance with the provisions set forth in Section 6.10(c). All requests for distributions in reduction of the Current Principal Amount of the Insured Certificates with respect to any Distribution Date must be received by the Depository and on the Depository's "participant terminal system" and received by the Trustee no later than the close of business on the related Record Date. Requests for distributions that are on the Depository's participant terminal system and received by the Trustee after the related Record Date and requests, in either case, for distributions not accepted with respect to any Distribution Date, will be treated as requests for distributions in reduction of the Current Principal Amount of Insured Certificates on the next succeeding Distribution Date, and each succeeding Distribution Date thereafter, until such request is accepted or is withdrawn as provided in Section 6.10(c). Such requests as are not so withdrawn shall retain their order of priority without the need for any further action on the part of the appropriate Certificate Owner of the related Insured Certificate, all in accordance with the procedures of the Depository and the Trustee. Upon the transfer of the beneficial ownership of the Insured Certificate, any distribution request previously submitted with respect to such Certificate will be deemed to have been withdrawn only upon the receipt by the Trustee on or before the Record Date for such Distribution Date of notification of such withdrawal in the manner set forth in Section 6.10(c) on the Depository's participant terminal system. Distributions in reduction of the Current Principal Amount of the Insured Certificates will be applied in an amount equal to the Group I Senior Optimal Subgroup Principal Distribution Amount allocable to such Class pursuant to Section 6.01(a)(A6.01(a)(i), plus, with respect to the Insured Certificates, any amounts available for distribution from the Rounding Account established as provided in Section 6.09, provided that the aggregate distribution in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date shall be made in an integral multiple of $1,000. To the extent that the portion of the Group I Senior Optimal Subgroup Principal Distribution Amount allocable to distributions in reduction of the Current Principal Amount of the Insured Certificates on any Distribution Date exceeds the aggregate Current Principal Amount of the Insured Certificates with respect to which distribution requests, as set forth above, have been received (plus any amounts required to be distributed pursuant to the Rounding Account with respect to the Insured Certificates), distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distribution pursuant to Section 6.10(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Holder for purposes of this Section 6.10 if the death of the Certificate Owner thereof is deemed to have occurred. Insured Certificates beneficially owned by tenants by the entirety, joint tenants or tenants in common will be considered to be beneficially owned by a single owner. The death of a tenant by the entirety, joint tenant or tenant in common will be deemed to be the death of the Certificate Owner, and the Insured Certificates so beneficially owned will be eligible for priority with respect to distributions in reduction of the Current Principal Amount thereof, subject to the limitations stated above. Insured Certificates beneficially owned by a trust will be considered to be beneficially owned by each beneficiary of the trust to the extent of such beneficiary's beneficial interest therein, but in no event will a trust's beneficiaries collectively be deemed to be Certificate Owners of a number of Individual Insured Certificates of which such trust is the owner. The death of a beneficiary of a trust will be deemed to be the death of a Certificate Owner of the Insured Certificates, as applicable, owned by the trust to the extent of such beneficiary's beneficial interest in such trust. The death of an individual who was a tenant by the entirety, joint tenant or tenant in common in a tenancy which is the beneficiary of a trust will be deemed to be the death of the beneficiary of such trust. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in Individual Insured Certificates will be deemed to be the death of the Certificate Owner of the Insured Certificates regardless of the registration of ownership, if such beneficial interest can be established to the satisfaction of the Depository Participant. Such beneficial interest will be deemed to exist in typical cases of street name or nominee ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors Act and community property or other joint ownership arrangements between a husband and wife. Certificate beneficial interests shall include the power to sell, transfer or otherwise dispose of an Insured Certificate and the right to receive the proceeds therefrom, as well as interest and distributions in reduction of the Current Principal Amount of the Insured Certificates, as applicable, payable with respect thereto. The Trustee shall not be under any duty to determine independently the occurrence of the death of any deceased Certificate Owner. The Trustee may rely entirely upon documentation delivered to it pursuant to Section 6.10(c) in establishing the eligibility of any Certificate Owner to receive the priority accorded Deceased Holders in Section 6.10(a).
(c) Requests for distributions in reduction of the Current Principal Amount of Insured Certificates must be made by delivering a written request therefor to the Depository Participant or Indirect Depository Participant that maintains the account evidencing such Certificate Owner's interest in Insured Certificates. In the case of a request on behalf of a Deceased Holder, appropriate evidence of death and any tax waivers are required to be forwarded to the Depository Participant under separate cover. The Depository Participant shall forward a certification, satisfactory to the Trustee, certifying the death of the Deceased Holder and the receipt of the appropriate death and tax waivers. The Depository Participant should in turn make the request of the Depository (or, in the case of an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant of such request, which Depository Participant should make the request of the Depository) on the Depository's participant terminal system. The Depository may establish such procedures as it deems fair and equitable to establish the order of receipt of requests for such distributions received by it on the same day. None of the CompanyDepositor, the Seller, the Master Servicer, MBIA Radian or the Trustee shall be liable for any delay in delivery of requests for distributions or withdrawals of such requests by the Depository, a Depository Participant or any Indirect Depository Participant. The Depository shall maintain a list of those Depository Participants representing the appropriate Certificate Owners of Insured Certificates that have submitted requests for distributions in reduction of the Current Principal Amount of Insured Certificates, together with the order of receipt and the amounts of such requests on the Depository's participant terminal system. The Depository will honor requests for distributions in the order of their receipt (subject to the priorities described in Section 6.10(a) above). The Trustee shall notify the Depository as to which requests should be honored on each Distribution Date at least two Business Days prior to such Distribution Date based on the report received by the Trustee pursuant to Section 4.04 4.05(c) and shall notify the Depository as to the amount of the Group I Senior Optimal Subgroup Principal Distribution Amount to be distributed to the Insured Certificates by Random Lot pursuant to Section 6.10(d). Requests shall be honored by the Depository in accordance with the procedures, and subject to the priorities and limitations, described in this Section 6.10. The exact procedures to be followed by the Trustee and the Depository for purposes of determining such priorities and limitations will be those established from time to time by the Trustee or the Depository, as the case may be. The decisions of the Trustee and the Depository concerning such matters will be final and binding on all affected persons. Individual Insured Certificates that have been accepted for a distribution shall be due and payable on the applicable Distribution Date. Such Certificates shall cease to bear interest after the last day of the month preceding the month in which such Distribution Date occurs. Any Certificate Owner of an Insured Certificate that has requested a distribution may withdraw its request by so notifying in writing the Depository Participant or Indirect Depository Participant that maintains such Certificate Owner's account. In the event that such account is maintained by an Indirect Depository Participant, such Indirect Depository Participant must notify the related Depository Participant which in turn must forward the withdrawal of such request on the Depository's participant terminal system. If such withdrawal of a request for distribution has not been received on the Depository's participant terminal system on or before the Record Date for the next Distribution Date, the previously made request for distribution will be irrevocable with respect to the making of distributions in reduction of the Current Principal Amount of the Insured Certificates on such Distribution Date. In the event any requests for distributions in reduction of the Current Principal Amount of the Insured Certificates are rejected by the Trustee for failure to comply with the requirements of this Section 6.10, the Trustee shall return such request to the appropriate Depository Participant with a copy to the Depository with an explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the Current Principal Amount of the Insured Certificates on a Distribution Date exceed the outstanding Current Principal Amount of the Insured Certificates with respect to which distribution requests have been received by the related Record Date, as provided in Section 6.10(a) above, the additional distributions in reduction of the Current Principal Amount of the Insured Certificates will be made by mandatory distributions in reduction thereof. Such mandatory distributions on Individual Insured Certificates will be made by Random Lot in accordance with the then-applicable Random Lot procedures of the Depository, the Depository Participants and the Indirect Depository Participants representing the Certificate Owners. The Trustee shall notify the Depository of the aggregate amount of the mandatory distribution in reduction of the Current Principal Amount of the Insured Certificates to be made on any such Distribution Date. The Depository shall then allocate such aggregate amount among its Depository Participants on a Random Lot basis. Each Depository Participant and, in turn, each Indirect Depository Participant will then select, in accordance with its own procedures, Individual Insured Certificates from among those held in its accounts to receive mandatory distributions in reduction of the Current Principal Amount of the Insured Certificates, such that the total amount so selected is equal to the aggregate amount of such mandatory distributions allocated to such Depository Participant by the Depository and to such Indirect Depository Participant by its related Depository Participant, as the case may be. Depository Participants and Indirect Depository Participants that hold Insured Certificates selected for mandatory distributions in reduction of the Current Principal Amount thereof are required to provide notice of such mandatory distributions to the affected Certificate Owners. The Master Servicer agrees to notify the Trustee of the amount of distributions in reduction of the Current Principal Amount of the Insured Certificates to be made on each Distribution Date in a timely manner such that the Trustee may fulfill its obligations pursuant to the letter of representations dated the Closing Date among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any Distribution Date on which (i) any Realized Losses are allocated to the Insured Certificates and (ii) a MBIA Radian Default has occurred and/or is continuing, distributions in reduction of the Current Principal Amount of the Insured Certificates will be made pro rata on the basis of their respective percentage interests with the respect to the Insured Certificates among the Certificate Owners of the Insured Certificates and will not be made in integral multiples of $1,000 nor pursuant to requests for distribution as permitted by this Section 6.10 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured Certificates are issued pursuant to Section 5.01, an amendment to this Agreement, which may be approved without the consent of any Certificateholders, shall establish procedures relating to the manner in which distributions in reduction of the Current Principal Amount of such Insured Certificates are to be made; provided that such procedures shall be consistent, to the extent practicable and customary for certificates similar to the Insured Certificates, with the provisions of this Section 6.10.
Appears in 1 contract