Common use of Registered Owner Clause in Contracts

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class R Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class R Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each payment made by the Depositor with respect to this Certificate. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments with respect to all of the Class R Certificates of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 2 contracts

Samples: Trust Agreement (Point West Capital Corp), Trust Agreement (Point West Capital Corp)

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Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class R C Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class R C Certificates") issued and to be issued under the Trust Agreement. This Class R C Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class R C Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided Holder of this Certificate shall be set forth in the Trust Agreement Term Funding Schedule. This Class C Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class R C Certificates shall be payable only to of this Series occurring in any Accrual Period following the extent of amounts available in accordance with, and to the extent ofpreceding Payment Date, the priorities for payment of Class R Certificates set forth in Section 8 related Funding Amounts shall accrue interest from the related Funding Date through the end of the Supplement for this Series and Sections 5.01 and 5.03 of Accrual Period in which such Funding occurs at the Trust Agreementapplicable Certificate Interest Rate. In making any interest payment, in installments ending no later than if the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 2 contracts

Samples: Trust Agreement (Point West Capital Corp), Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class R B Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class R B Certificates") issued and to be issued under the Trust Agreement. This Class R B Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class R B Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided Holder of this Certificate shall be set forth in the Trust Agreement Term Funding Schedule. This Class B Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class R B Certificates shall be payable only to of this Series occurring in any Accrual Period following the extent of amounts available in accordance with, and to the extent ofpreceding Payment Date, the priorities for payment of Class R Certificates set forth in Section 8 related Funding Amounts shall accrue interest from the related Funding Date through the end of the Supplement for this Series and Sections 5.01 and 5.03 of Accrual Period in which such Funding occurs at the Trust Agreementapplicable Certificate Interest Rate. In making any interest payment, in installments ending no later than if the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 2 contracts

Samples: Trust Agreement (Point West Capital Corp), Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class R D Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class R D Certificates") issued and to be issued under the Trust Agreement. This Class R D Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class R D Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided Holder of this Certificate shall be set forth in the Trust Agreement Term Funding Schedule. This Class D Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class R D Certificates shall be payable only to of this Series occurring in any Accrual Period following the extent of amounts available in accordance with, and to the extent ofpreceding Payment Date, the priorities for payment of Class R Certificates set forth in Section 8 related Funding Amounts shall accrue interest from the related Funding Date through the end of the Supplement for this Series and Sections 5.01 and 5.03 of Accrual Period in which such Funding occurs at the Trust Agreementapplicable Certificate Interest Rate. In making any interest payment, in installments ending no later than if the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 2 contracts

Samples: Trust Agreement (Point West Capital Corp), Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class R F Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class R F Certificates") issued and to be issued under the Trust Agreement. This Class R F Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class R F Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided Holder of this Certificate shall be set forth in the Trust Agreement Term Funding Schedule. This Class F Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class R F Certificates shall be payable only to of this Series occurring in any Accrual Period following the extent of amounts available in accordance with, and to the extent ofpreceding Payment Date, the priorities for payment of Class R Certificates set forth in Section 8 related Funding Amounts shall accrue interest from the related Funding Date through the end of the Supplement for this Series and Sections 5.01 and 5.03 of Accrual Period in which such Funding occurs at the Trust Agreementapplicable Certificate Interest Rate. In making any interest payment, in installments ending no later than if the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 2 contracts

Samples: Trust Agreement (Point West Capital Corp), Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class R A Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class R A Certificates") issued and to be issued under the Trust Agreement. This Class R A Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class R A Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided Holder of this Certificate shall be set forth in the Trust Agreement Term Funding Schedule. This Class A Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class R A Certificates shall be payable only to of this Series occurring in any Accrual Period following the extent of amounts available in accordance with, and to the extent ofpreceding Payment Date, the priorities for payment of Class R Certificates set forth in Section 8 related Funding Amounts shall accrue interest from the related Funding Date through the end of the Supplement for this Series and Sections 5.01 and 5.03 of Accrual Period in which such Funding occurs at the Trust Agreementapplicable Certificate Interest Rate. In making any interest payment, in installments ending no later than if the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 2 contracts

Samples: Trust Agreement (Point West Capital Corp), Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class R E Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class R E Certificates") issued and to be issued under the Trust Agreement. This Class R E Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class R E Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided Holder of this Certificate shall be set forth in the Trust Agreement Term Funding Schedule. This Class E Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class R E Certificates shall be payable only to of this Series occurring in any Accrual Period following the extent of amounts available in accordance with, and to the extent ofpreceding Payment Date, the priorities for payment of Class R Certificates set forth in Section 8 related Funding Amounts shall accrue interest from the related Funding Date through the end of the Supplement for this Series and Sections 5.01 and 5.03 of Accrual Period in which such Funding occurs at the Trust Agreementapplicable Certificate Interest Rate. In making any interest payment, in installments ending no later than if the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 2 contracts

Samples: Trust Agreement (Point West Capital Corp), Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class AV Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class AV Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass AV Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class AV (herein called the "Class R AV Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R AV Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day immediately preceding a Distribution Date, or if Definitive Certificates have been issued, as of the close of business on the last Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class AV Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class AV Certificates. The Percentage Interest of America each Class AV Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class AV Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class AV Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class AV Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class AV Certificates are exchangeable for new Class AV Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class B-2 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class B-2 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass B-2 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class B-2 (herein called the "Class R B-2 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R B-2 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class B-2 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class B-2 Certificates. The Percentage Interest of America each Class B-2 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class B-2 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class B-2 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class B-2 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class B-2 Certificates are exchangeable for new Class B-2 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding Home Equity Loans listed in Schedule I, LLC (the "Depositor"). The Trust was created pursuant -A and Schedule I-B to the Trust Agreement, dated Pooling and Servicing Agreement (as of August 1, 1998, among defined below) which the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, Seller and the Supplement Conduit Seller are causing to Trust Agreement for Term Series 1999-1, dated as of September 15, 1999, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made be delivered to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee Depositor and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate Depositor is one of a duly authorized issue of Certificates designated as the Class R Term Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 (herein called the "Class R Certificates") issued and causing to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject delivered to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each payment made by the Depositor with respect to this Certificate. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error together with the related Home Equity Loan documents and the Depositor’s interest in such register. The failure any Property, and all payments thereon and proceeds of the Certificateholder conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to makethe Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or an error part of or are included in makingthe proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust Estate”). Pursuant to the terms of the Pooling and Servicing Agreement, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments with respect to all of the Class R Certificates of a Series shall distribution will be made on the 25th day of each month (or if any such day is not a pro rata basis based upon the percentage interest specified Business Day, on the face hereof; provided thatBusiness Day immediately following such 25th day) (the “Distribution Date”), if as a result of such proration a portion of such payment woul -------- be less than $0.01commencing on September 25, then such payment shall be reduced to 2002 (the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date willfirst Distribution Date) through the 20th Distribution Date, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be at the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer applicable Record Date, in immediately available funds an amount equal to the account specified product of (a) the Percentage Interest evidenced by this Certificate and (b) the applicable interest distributable on the Class A Certificates, as more specifically set forth in writing to the Pooling and Servicing Agreement. Except as otherwise provided in the Pooling and Servicing Agreement, distributions on this Certificate will be made by the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (check or if no such account is specified or if such wire fails, by check money order mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled theretothereto at the address appearing in the Certificate Register, subject or upon written request by the Certificateholder, by wire transfer to a bank account maintained in the terms United States (in the case of any Holder of Certificates entitled to such form of payment as provided in the Pooling and Servicing Agreement) or by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Pooling and Servicing Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the Trust Agreement, pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose and as specified in the United States such notice. This Certificate is one of America a Class of duly-authorized Certificates designated as such by Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Class A-IO (the Depositor for such purpose pursuant “Class A-IO Certificates”) and issued under and subject to the Trust terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the “Pooling and Servicing Agreement. The Depositor has structured the Trust Agreement ”) by and the Certificates with the intention that the Trust be treated among Centex Home Equity Company, LLC, in its capacity as a partnershipseller (the “Seller”) and as the servicer (the “Servicer”), with CHEC Funding, LLC, in its capacity as depositor (the assets “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Pooling and Servicing Agreement the Owner of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its this Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of acceptance hereof assents and by which such Person's acquisition of a beneficial interest thereinOwner is bound. Also issued under the Pooling and Servicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, Class AF-1 (the “Class AF-1 Certificates”), agree to report Class AF-2 (the transactions contemplated thereby in accordance with such stated intentions unless “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class X-IO (the “Class X-IO Certificates”), and until determined to Class R-1, Class R-2, Class R-3 and Class R-4 (together, the contrary by an applicable taxing authority“Class R Certificates”). The property of Class AF-1 Certificates, the Trust Estate includes certain Loan Assets Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and certain other assets described the Class A-IO Certificates shall be together referred to as the “Offered Certificates” and the Offered Certificates, the Class X-IO Certificates and the Class R Certificates are together referred to herein as the “Certificates.” Terms capitalized herein and not otherwise defined herein shall have the respective meanings set forth in the Trust Pooling and Servicing Agreement. The Class R A-IO Certificates are limited in right of payment to certain payments on and collections in respect of the 1999-1 Series Home Equity Loans, as more specifically set forth in the Pooling and all other Series Servicing Agreement. The Holder of Class R Certificates issued this Certificate, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Pooling and Servicing Agreement or, except as expressly provided in the Pooling and Servicing Agreement, subject to any liability under the Trust Pooling and Servicing Agreement. This Certificate does not purport to summarize the Pooling and Servicing Agreement are generally payable out and reference is made to the Pooling and Servicing Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwiseTrustee. The Class R Certificates are payable only out Home Equity Loans will be serviced by the Servicer pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Trust Estate Servicer from any of its obligations under the Pooling and do Servicing Agreement. This Certificate does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC II hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee The Pooling and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification modifications of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time parties provided therein by the Depositor, the Trustee Trustee, the Seller and the Servicer at any time and from time to time, without the consent of the Holders Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the CertificatesOwners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Certificates are issuable only in registered form without coupons in such authorized denominations Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as provided more fully described in the Trust Agreement Pooling and subject to certain limitations therein set forthServicing Agreement. This Class R Certificate will not be entitled to any benefit under the Pooling and the Trust Servicing Agreement shall or be governed valid for any purpose unless manually countersigned for authenticating purposes only by and construed in accordance with the internal laws any authorized officer of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class B-1 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class B-1 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass B-1 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class B-1 (herein called the "Class R B-1 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R B-1 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class B-1 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class B-1 Certificates. The Percentage Interest of America each Class B-1 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class B-1 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class B-1 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class B-1 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class B-1 Certificates are exchangeable for new Class B-1 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class AF-1 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class AF-1 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass AF-1 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class AF-1 (herein called the "Class R AF-1 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R AF-1 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class AF-1 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class AF-1 Certificates. The Percentage Interest of America each Class AF-1 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class AF-1 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class AF-1 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class AF-1 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class AF-1 Certificates are exchangeable for new Class AF-1 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 C-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- --,---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15August 1, 19991998, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class C-R Term Revolving Certificates, Series 19991998-1 having a Scheduled Maturity of September 15, 1999 and a Series Termination Date of July 15, 2019 (herein called the "Class C-R Certificates") issued and to be issued under the Trust Agreement. This Class C-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class C-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- each --------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings made by the Holder of this Certificate (as reduced by any amounts distributed as principal during the Funding Period), pursuant to this Certificate, shall not exceed ($ ). ------- This Class C-R Certificateholders are entitled Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to receive certain distributions from zero. Interest on the Series Distributable AmountOutstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to any Funding by the Class C-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Applicable Rate Spread on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class AF-4 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class AF-4 Certificates. Therefore, dated as the actual Outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"), and Point West Capital Corporation, as Servicer, and first Distribution Date) be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass AF-4 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class AF-4 (herein called the "Class R AF-4 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R AF-4 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class AF-4 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class AF-4 Certificates. The Percentage Interest of America each Class AF-4 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class AF-4 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class AF-4 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class AF-4 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class AF-4 Certificates are exchangeable for new Class AF-4 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 DELIVERY DATE: ----- --, ---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 151, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class D-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class D-R Certificates") issued and to be issued under the Trust Agreement. This Class D-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class D-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable AmountHolder of this Certificate, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. Principal and related supplement. Amounts other amounts distributable with respect to Class D-R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class D-R Certificates set forth in Section 8 3 of the Supplement for this Series and Sections 5.01 and 5.03 Section 5.02 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class D-R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All reductions in the principal amount of a Class D-R Certificate effected by distributions made on any such Payment Date shall be binding upon all future Holders of this Class D-R Certificate and of any Class D-R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class D-R Certificate. All payments with respect to all of the Class D-R Certificates of a Series shall be made on a pro rata basis based upon the percentage interest specified on ratio that the face hereofOutstanding Principal Amount of this Class D-R Certificate bears to the Outstanding Principal Amount of all Class D-R Certificates of such Series; provided that, if as a result of such proration a portion of such payment woul would -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. In addition, the Certificate Prepayment Fee Amount, if any, shall be distributed on each Payment Date to the Holders of the Class D-R Certificates to the extent such Class is receiving a distribution of Prepaid Principal Amount on such date. All payments of Certificate Prepayment Fee Amounts with respect to the Class D-R Certificates shall be made prorata based upon the ratio of the Outstanding Principal Amount of this Certificate to the Outstanding Principal Amount of Class D-R Certificates of this Series, provided that if as a result of such proration, a portion of such payment would be less than $0.01, then such payment shall be reduce to the nearest whole cent. All amounts payable with respect to this Class D-R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class D-R Certificates of the 19991998-1 Series and all other Series of Class D-R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class D-R Certificateholders equally and ratably without prejudice, priority or distinction between any Class D-R Certificate by reason of time of issue or otherwise. The Class D-R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class D-R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments Except as otherwise may be provided in future Supplements to the Trust Agreement, payments on the Class D-R Certificates are generally subordinated subordinate to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time, except that the Depositor may cause the Trust to prepay on a dollar for dollar basis the principal, without penalty or premium, of any Outstanding Series of Revolving Certificates with the proceeds of the issuance of a Series of Term Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D-R Certificates of having the same Scheduled Maturity, Series Termination Date, authorized denominations denomination(s) and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class D-R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class D-R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due the principal of and interest on this Class D-R Certificate, but solely from the assets of the Trust Estate and the Class D-R Certificate Insurance Policy at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: ----- --, ---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ------------ --------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 151, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class B-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class B-R Certificates") issued and to be issued under the Trust Agreement. This Class B-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class B-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable AmountHolder of this Certificate, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. This Class B-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class B-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Floating Rate Spread on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class AF-5 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class AF-5 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass AF-5 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class AF-5 (herein called the "Class R AF-5 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R AF-5 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class AF-5 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class AF-5 Certificates. The Percentage Interest of America each Class AF-5 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class AF-5 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class AF-5 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class AF-5 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class AF-5 Certificates are exchangeable for new Class AF-5 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class A-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class A-R Certificates") issued and to be issued under the Trust Agreement. This Class A-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class A-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- each Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, Holder of this Certificate shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. This Class A-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class A-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Certificate Interest Rate on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class AF-6 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class AF-6 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass AF-6 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class AF-6 (herein called the "Class R AF-6 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R AF-6 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class AF-6 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class AF-6 Certificates. The Percentage Interest of America each Class AF-6 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class AF-6 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class AF-6 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC II hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class AF-6 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class AF-6 Certificates are exchangeable for new Class AF-6 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 D-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- ----------------- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ----------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15August 1, 19991998, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class D-R Term Revolving Certificates, Series 19991998-1 having a Scheduled Maturity of September 15, 1999 and a Series Termination Date of July 15, 2019 (herein called the "Class D-R Certificates") issued and to be issued under the Trust Agreement. This Class D-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class D-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings made by the Holder of this Certificate (as reduced by any amounts distributed as principal during the Funding Period), pursuant to receive certain distributions from the Series Distributable Amountthis Certificate, certain shall not exceed ($ ). ---------- Principal and other amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class D-R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class D-R Certificates set forth in Section 8 3 of the Supplement for this Series and Sections 5.01 and 5.03 Section 5.02 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class D-R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All reductions in the principal amount of a Class D-R Certificate effected by distributions made on any such Payment Date shall be binding upon all future Holders of this Class D-R Certificate and of any Class D-R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class D-R Certificate. All payments with respect to all of the Class D-R Certificates of a Series shall be made on a pro rata basis based upon the percentage interest specified on ratio that the face hereofOutstanding Principal Amount of this Class D-R Certificate bears to the Outstanding Principal Amount of all Class D-R Certificates of such Series; provided that, if as a result of such -------- proration a portion of such payment woul -------- would be less than $0.01, then such payment shall be reduced to the nearest whole cent. In addition, the Certificate Prepayment Fee Amount, if any, shall be distributed on each Payment Date to the Holders of the Class D-R Certificates to the extent such Class is receiving a distribution of Prepaid Principal Amount on such date. All payments of Certificate Prepayment Fee Amounts with respect to the Class D-R Certificates shall be made prorata based upon the ratio of the Outstanding Principal Amount of this Certificate to the Outstanding Principal Amount of all Class D-R Certificates of this Series, provided that if as a result of such proration, a portion of such payment would be less than $0.01, then such payment shall be reduce to the nearest whole cent. All amounts payable with respect to this Class D-R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class D-R Certificates of the 19991998-1 Series and all other Series of Class D-R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class D-R Certificateholders equally and ratably without prejudice, priority or distinction between any Class D-R Certificate by reason of time of issue or otherwise. The Class D-R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class D-R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments Except as otherwise may be provided in future Supplements to the Trust Agreement, payments on the Class D-R Certificates are generally subordinated subordinate to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time, except that the Depositor may cause the Trust to prepay on a dollar for dollar basis the principal, without penalty or premium, of any Outstanding Series of Revolving Certificates with the proceeds of the issuance of a Series of Term Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D-R Certificates of having the same Scheduled Maturity, Series Termination Date, authorized denominations denomination(s) and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class D-R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class D-R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on the principal of this Class D-R Certificate, but solely from the assets of the Trust Estate and the Class D-R Certificate Insurance Policy at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Trust Agreement (Point West Capital Corp)

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Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class M-2 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class M-2 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass M-2 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class M-2 (herein called the "Class R M-2 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R M-2 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class M-2 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class M-2 Certificates. The Percentage Interest of America each Class M-2 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class M-2 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class M-2 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class M-2 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class M-2 Certificates are exchangeable for new Class M-2 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 B-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- --- --,--- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15August 1, 19991998, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class B-R Term Revolving Certificates, Series 19991998-1 having a Scheduled Maturity of September 15, 1999 and a Series Termination Date of July 15, 2019 (herein called the "Class B-R Certificates") issued and to be issued under the Trust Agreement. This Class B-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class B-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings made by the Holder of this Certificate (as reduced by any amounts distributed as principal during the Funding Period), pursuant to this Certificate, shall not exceed ($ ). --------- This Class B-R Certificateholders are entitled Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to receive certain distributions from zero. Interest on the Series Distributable AmountOutstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to any Funding by the Class B-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Applicable Rate Spread on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class AF-3 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class AF-3 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass AF-3 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class AF-3 (herein called the "Class R AF-3 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R AF-3 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class AF-3 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class AF-3 Certificates. The Percentage Interest of America each Class AF-3 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class AF-3 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class AF-3 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class AF-3 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class AF-3 Certificates are exchangeable for new Class AF-3 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class AF-2 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class AF-2 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass AF-2 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class AF-2 (herein called the "Class R AF-2 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-1 (the “Class M-1 Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R AF-2 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates, on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class AF-2 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class AF-2 Certificates. The Percentage Interest of America each Class AF-2 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class AF-2 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class AF-2 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification of any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class AF-2 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class AF-2 Certificates are exchangeable for new Class AF-2 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 DELIVERY DATE: ----- --, ---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ----------- -------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 151, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class A-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class A-R Certificates") issued and to be issued under the Trust Agreement. This Class A-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class A-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- each Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable AmountHolder of this Certificate, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. This Class A-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class A-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Floating Rate Spread on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: ----- --,---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ----------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15August 1, 19991998, among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Class A-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of August 16, 1999 and a Series Termination Date of July 15, 2019 (herein called the "Class A-R Certificates") issued and to be issued under the Trust Agreement. This Class A-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class A-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. The aggregate amount of all Fundings made by the Holder of this Certificate (as reduced by any amounts distributed as principal during the Funding Period), pursuant to this Certificate, shall not exceed ($ ). -------- This Class A-R Certificateholders are entitled Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and including the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to receive certain distributions from zero. Interest on the Series Distributable AmountOutstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to any Funding by the Class A-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Floating Rate Spread on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 C-1 DELIVERY DATE: ----- --, ---- SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an a(n) DOLLAR AND NO CENTS ($ ) nonassessable, fully paid, ---------- ---------- undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 151, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class C-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class C-R Certificates") issued and to be issued under the Trust Agreement. This Class C-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class C-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable AmountHolder of this Certificate, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. This Class C-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class C-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Floating Rate Spread on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 C1-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class C1-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class C1-R Certificates") issued and to be issued under the Trust Agreement. This Class C1-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class C1-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, Holder of this Certificate shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. This Class C1-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class C1-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period C1-2 commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Certificate Interest Rate on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 B-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class B-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class B-R Certificates") issued and to be issued under the Trust Agreement. This Class B-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class B-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, Holder of this Certificate shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. This Class B-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class B-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Certificate Interest Rate on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the The registered owner specified Owner named above is the owner registered beneficial Owner of an undivided a fractional interest in (a) the Allegiance Capital Home Equity Loans listed in Schedule I-A and Schedule I-B to the Pooling and Servicing Agreement (as defined below) which the Seller and the Conduit Seller are causing to be delivered to the Depositor and the Depositor is causing to be delivered to the Trustee, together with the related Home Equity Loan documents and the Depositor’s interest in any Property, and all payments thereon and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee in the Certificate Account, together with investment earnings on such amounts, and such amounts as may be held in the name of the Trustee in the Principal and Interest Account, if any, inclusive of investment earnings thereon, whether in the form of cash, instruments, securities or other properties (including any Eligible Investments held by the Servicer); and (c) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any mortgage insurance, flood insurance, hazard insurance and title insurance policy relating to the Home Equity Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing) to pay the Certificates as specified in the Pooling and Servicing Agreement ((a) - (c) above shall be collectively referred to herein as the “Trust I (the "Trust") formed by Allegiance Funding I, LLC (the "Depositor"Estate”). The Trust was created pursuant Owner hereof is entitled to principal payments on each Distribution Date, as hereinafter described, which will fully amortize such original Certificate Principal Balance of the Class M-1 Certificates over the period from the date of initial issuance of the Certificates to the Trust AgreementFinal Scheduled Distribution Date for the Class M-1 Certificates. Therefore, dated as the actual outstanding principal amount of August 1this Certificate may, 1998on any date subsequent to September 25, among the Depositor, Manufacturers and Traders Trust Company, as Trustee 2002 (the "Trustee"first Distribution Date), and Point West Capital Corporation, as Servicer, and be less than the Supplement to Trust Agreement for Term Series 1999-1, dated as original Certificate Principal Balance of September 15, 1999, among the DepositorClass M-1 Certificates set forth above. Upon receiving the final distribution hereon, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference Owner hereof is made required to send this Certificate to the Trust Trustee. The Pooling and Servicing Agreement for a statement provides that, in any event, upon the making of the respective rights thereunder of final distribution due on this Certificate, this Certificate shall be deemed canceled for all purposes under the Depositor, the Trustee Pooling and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Servicing Agreement. This Certificate is one of a duly Class of duly-authorized issue of Certificates designated as the Class R Term Centex Home Equity Loan Trust 2002-C, Home Equity Loan Asset-Backed Certificates, Series 1999-1 having a Series Termination Date of July 15, 2019 Class M-1 (herein called the "Class R M-1 Certificates") issued and to be issued under the Trust Agreement. This Class R Certificate is issued under and is subject to the terms, provisions and conditions of that certain Pooling and Servicing Agreement dated as of August 1, 2002 (the Trust “Pooling and Servicing Agreement”) by and among Centex Home Equity Company, LLC, in its capacity as a seller (the “Seller”) and as the servicer (the “Servicer”), CHEC Funding, LLC, in its capacity as depositor (the “Depositor”), Xxxxxxx Street Funding II, LLC, as conduit seller (the “Conduit Seller”) and JPMorgan Chase Bank, in its capacity as the trustee (the “Trustee”), to which Trust Pooling and Servicing Agreement the holder Owner of this Class R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder Owner is bound. The Certificateholder shall endorse on Also issued under the schedule annexed hereto Pooling and made a part hereofServicing Agreement are Certificates designated as Centex Home Equity Loan Trust 2002-C Home Equity Loan Asset-Backed Certificates, or elsewhere in its internal recordsClass AF-1 (the “Class AF-1 Certificates”), Class AF-2 (the “Class AF-2 Certificates”), Class AF-3 (the “Class AF-3 Certificates”), Class AF-4 (the “Class AF-4 Certificates”), Class AF-5 (the “Class AF-5 Certificates”), Class AF-6 (the “Class AF-6 Certificates”), Class AV (the “Class AV Certificates”), Class M-2 (the Class M-2 Certificates”), Class B-1 (the “Class B-1 Certificates”), Class B-2 (the Class B-2 Certificates”), Class A-IO (the “Class A-IO Certificates”), Class X-IO (the “Class X-IO Certificates”), and Class R-1, Class R-2, Class R-3 and Class R-4 (together, the date and amount of each payment made by the Depositor with respect to this Certificate“Class R Certificates”). The Certificateholder is authorized Class AF-1 Certificates, the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled to receive certain distributions from the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, as further provided in the Trust Agreement and related supplement. Amounts distributable with respect to Class R A-IO Certificates shall be payable only together referred to as the extent of amounts available in accordance with, “Offered Certificates” and to the extent ofOffered Certificates, the priorities for payment of Class R X-IO Certificates set forth in Section 8 of the Supplement for this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due are together referred to herein as the “Certificates.” Terms capitalized herein and payable at an earlier date by call for redemption or otherwisenot otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. All distributions made on any On the 25th day of each month, or, if such Payment Date shall be binding upon all future Holders of this Class R Certificate and of any Class R Certificate issued upon day is not a Business Day, then the registration of transfer hereof or in exchange herefor or in lieu hereofnext succeeding Business Day (each such day being a “Distribution Date”) commencing September 25, whether or not such payment is noted on this Class R Certificate. All payments with respect to all 2002, the Owners of the Class R M-1 Certificates as of a Series shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration a portion of such payment woul -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day Business Day of the calendar month prior immediately preceding the calendar month in which a Distribution Date occurs (the “Record Date”) will be entitled to receive the Class Principal Distribution Amount relating to such Payment Date (whether or not a Business Day)Certificates on such Distribution Date. Such amounts are payable by wire transfer Distributions will be made in immediately available funds to Owners of Certificates having an aggregate original Certificate Principal Balance of at least $1,000,000 (by wire transfer or otherwise) to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received an Owner at least five (5) Business Days prior to the Record Date for the Payment Date (a domestic bank or if no such account is specified or other entity having appropriate facilities therefor, if such wire failsOwner has so notified the Trustee, or by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person the person entitled thereto as it appears on the Register. Each Owner of record of a Class M-1 Certificate Register), will be entitled to receive such Owner’s Percentage Interest in the amounts due on such coin or currency Distribution Date to the Owners of the United States Class M-1 Certificates. The Percentage Interest of America each Class M-1 Certificate as at the time of payment is legal tender for payment any date of public and private debts. Funds represented by checks returned undelivered determination will be held for payment equal to the Person entitled thereto, subject percentage obtained by dividing the original Certificate Principal Balance of such Class M-1 Certificate on the Startup Day by the aggregate Certificate Principal Balance of the Class M-1 Certificates on the Startup Day. The Trustee or any duly-appointed Paying Agent will duly and punctually pay distributions with respect to this Certificate in accordance with the terms hereof and the Pooling and Servicing Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Owner shall be considered as having been paid by the Trustee to such Owner for all purposes of the Trust Pooling and Servicing Agreement, at the office or agency in the United States of America designated as such . The Home Equity Loans will be serviced by the Depositor for such purpose Servicer pursuant to the Trust Pooling and Servicing Agreement. The Depositor has structured the Trust Pooling and Servicing Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, permits the Servicer to enter into Sub-Servicing Agreements with certain institutions eligible for appointment as Sub-Servicers for the servicing and each Certificateholder, by acceptance administration of certain Home Equity Loans. No appointment of any Sub-Servicer shall release the Servicer from any of its Certificate (obligations under the Pooling and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Servicing Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R This Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do does not represent recourse obligations of a deposit or other obligation of, or an interest in, nor are the Depositorunderlying Home Equity Loans insured or guaranteed by, Allegiance CapitalCHEC Funding, LLC, Xxxxxxx Street Funding II, LLC or Centex Home Equity Company, LLC or any of their respective affiliates or successorsAffiliates. The Trust Agreement pursuant to which this Class R This Certificate is issued also provides for limited in right of payment to certain collections and recoveries relating to the issuance of other Classes Home Equity Loans and Series of Certificates from time to time. Payments amounts on deposit in the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless Certificate Account and the Depositor exercises its Optional Termination rightsPrincipal and Interest Account (except as otherwise provided in the Pooling and Servicing Agreement), the Certificates are payable only at the time as more specifically set forth hereinabove and in the manner Pooling and Servicing Agreement. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to the Pooling and Servicing Agreement, or for the appointment of a receiver or trustee, or for any other remedy under the Pooling and Servicing Agreement except in compliance with the terms thereof. Notwithstanding any other provisions in the Pooling and Servicing Agreement, the Owner of any Certificate shall have the right which is absolute and unconditional to receive distributions to the extent provided in the Trust Pooling and Servicing Agreement with respect to such Certificate or to institute suit for the enforcement of any such distribution, and are such right shall not redeemable or prepayable at be impaired without the option consent of such Owner. The Pooling and Servicing Agreement provides that the obligations created thereby will terminate upon the payment to the Owners of all Certificates of all amounts held by the Trustee and required to be paid to such Owners pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement additionally provides that the Owner of the Depositor before Class X-IO Certificates may, at its option, purchase from the Trust all remaining Home Equity Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Distribution Date on or after the Clean-Up Call Date. If the Owner of the Class X-IO Certificates does not exercise this optional purchase on the Clean-Up Call Date, then (i) on the next Distribution Date, the Trustee will begin an auction process to sell the Home Equity Loans and (ii) on the third Distribution Date following such timedate and on each Distribution Date thereafter, the amounts that otherwise would have been payable to the Class X-IO Certificates will be paid to the Offered Certificates as an additional principal distribution amount. In addition, under certain circumstances relating to the qualification any REMIC hereunder as a REMIC under the Code, the Home Equity Loans may be sold, thereby effecting the early retirement of the Certificates. The Trustee shall give written notice of termination of the Pooling and Servicing Agreement to each Owner in the manner set forth therein. The Owners of the majority of the Percentage Interests represented by the Offered Certificates have the right to exercise any trust or power set forth in Section 6.11 of the Pooling and Servicing Agreement. As provided in the Trust Pooling and Servicing Agreement and subject to certain limitations therein set forthforth and referred to on the face hereof, the transfer of this Certificate may be registered on is registrable in the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency designated as the location of the Depositor in the United States of America maintained for such purpose, Register duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and Registrar duly executed by by, the holder Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations the like Class, tenor and for the same initial aggregate principal amount a like Percentage Interest will be issued to the designated transferee or transferees. Prior The Pooling and Servicing Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modifications of rights and obligations of the parties provided therein by the Depositor, the Trustee, the Seller and the Servicer at any time and from time to due presentment time, without the consent of the Owners; provided that in certain other circumstances provided for in the Pooling and Servicing Agreement such consent of the Owners will be required prior to amendments. Any such consent by the Owner of this Certificate shall be conclusive and binding upon such Owner and upon all future Owners of the Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Certificate. The Trustee is required to furnish certain information on each Distribution Date to the Owner of this Certificate, as more fully described in the DepositorPooling and Servicing Agreement. The Class M-1 Certificates are issuable only as registered Certificates in minimum denominations of $25,000 original Certificate Principal Balance and in integral multiples of $1,000 in excess of $25,000. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Class M-1 Certificates are exchangeable for new Class M-1 Certificates of authorized denominations evidencing the same aggregate principal amount. No service charge will be made for any such registration of transfer or exchange, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and any agent of the Depositor or the Trustee shall may treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overduepurposes, and neither the Depositor, the Trustee, Trustee nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)

Registered Owner. G-1 C2-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- ------ THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class C2-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class C2-R Certificates") issued and to be issued under the Trust Agreement. This Class C2-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class C2-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, Holder of this Certificate shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. This Class C2-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class C2-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Certificate Interest Rate on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class A-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class A-R Certificates") issued and to be issued under the Trust Agreement. This Class A-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class A-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, Holder of this Certificate shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. This Class A-R Certificate bears interest during each Accrual Period on the Outstanding Principal Amount hereof (as of the first day of the Accrual Period) at the Certificate Interest Rate, until and related supplementincluding the last day preceding the Payment Date on which the Outstanding Principal Amount hereof has been reduced to zero. Amounts distributable Interest on the Outstanding Principal Amount hereof shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each. Interest shall be due and payable in arrears on each Payment Date. In addition, with respect to any Funding by the Class A-R Certificates of this Series occurring in any Accrual Period following the preceding Payment Date, the related Funding Amounts shall accrue interest from the related Funding Date through the end of the Accrual Period in which such Funding occurs in the amount of the applicable First Period Interest, which interest shall be payable only to paid on the extent next Payment Date. The First Period Interest on the Funding Amount shall be determined on the Funding Date at the rate established on the applicable Reset Date. Notwithstanding the foregoing, if the Outstanding Principal Amount of amounts available this Certificate is not paid in accordance withfull by its Scheduled Maturity, and to the extent ofthen, for any Accrual Period commencing on or after such Scheduled Maturity, the priorities for payment of Class R Certificates set forth in Section 8 of the Supplement for Certificate Interest Rate on this Series and Sections 5.01 and 5.03 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All distributions made on any such Payment Date Certificate shall be binding upon all future Holders of this Class R Certificate and of increased by 1.00%. In making any Class R Certificate issued upon interest payment, if the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class R Certificate. All payments interest calculation with respect to all of the Class R Certificates of a Series Certificate shall be made on a pro rata basis based upon the percentage interest specified on the face hereof; provided that, if as a result of such proration in a portion of such payment woul -------- be being less than $0.01, then such payment shall be reduced decreased to the nearest whole cent. All amounts payable with respect to this Class R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which and no subsequent adjustment shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer made in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class R Certificates of the 1999-1 Series and all other Series of Class R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class R Certificateholders equally and ratably without prejudice, priority or distinction between any Class R Certificate by reason of time of issue or otherwise. The Class R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments on the Class R Certificates are generally subordinated to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due on this Class R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribedrespect thereof.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

Registered Owner. G-1 DELIVERY DATE: SERIES TERMINATION DATE: July 15, 2019 ----- --, ---- THIS CERTIFIES THAT the registered owner specified above is the owner of an undivided fractional interest in the Allegiance Capital Trust I (the "Trust") formed by Allegiance Funding I, LLC Corp. I (the "Depositor"). The Trust was created pursuant to the Trust Agreement, dated as of August 1, 1998, among the Depositor, Manufacturers and Traders Trust Company, as Trustee (the "Trustee"), and Point West Capital Corporation, as Servicer, and the Second Amended and Restated Supplement to Trust Agreement for Term Revolving Series 19991998-1, dated as of September 15, 19991999 (amending and restating the original Supplement to Trust Agreement for Revolving Series 1998-1, dated as of August 1, 1998), among the Depositor, the Trustee and Point West Capital Corporation, as Servicer (collectively, the "Trust Agreement"). Reference is made to the Trust Agreement for a statement of the respective rights thereunder of the Depositor, the Trustee and the Holders of the Certificates, and the terms upon which the Certificates are, and are to be, authenticated and delivered. To the extent not otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Trust Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the Amended and Restated Class D-R Term Revolving Certificates, Series 19991998-1 having a scheduled maturity of April 17, 2000 and a Series Termination Date of July 15, 2019 (herein called the "Class D-R Certificates") issued and to be issued under the Trust Agreement. This Class D-R Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Class D-R Certificate by virtue of such Holder's acceptance hereof assents and by which such Holder is bound. The Holder of this Certificate is obligated to provide funds to the Depositor on each Funding Date during the Funding Period subject to the applicable terms and conditions set forth in the Transaction Documents. The Fundings made by the Holder of this Certificate to the Depositor shall be evidenced by this Certificate and the Certificateholder shall endorse on the schedule annexed hereto and made a part hereof, or elsewhere in its internal records, the date and amount of each Funding made by it to the Depositor and the amount of each payment of principal made by the Depositor with respect to this Certificatethereto. The Certificateholder is authorized and directed by the Depositor to endorse the schedule attached hereto or maintain such records; provided that eac each -------- Certificateholder's endorsements or records shall be effective only if they are in agreement with the register maintained by the Trustee, absent manifest error in such register. The failure of the Certificateholder to make, or an error in making, a notation with respect to any payment Funding shall not limit or otherwise affect the obligations of the Depositor hereunder or under the Trust Agreement. Class R Certificateholders are entitled The aggregate amount of all Fundings required to receive certain distributions from be made by the Series Distributable Amount, certain amounts released from the Reserve Account and certain Prepayment Fee Collections, Holder of this Certificate shall be as further provided set forth in the Trust Agreement Revolving Funding Schedule. Principal and related supplement. Amounts other amounts distributable with respect to Class D-R Certificates shall be payable only to the extent of amounts available in accordance with, and to the extent of, the priorities for payment of Class D-R Certificates set forth in Section 8 3 of the Supplement for this Series and Sections 5.01 and 5.03 Section 5.02 of the Trust Agreement, in installments ending no later than the Series Termination Date unless the Class D-R Certificates becomes due and payable at an earlier date by call for redemption or otherwise. All reductions in the principal amount of a Class D-R Certificate effected by distributions made on any such Payment Date shall be binding upon all future Holders of this Class D-R Certificate and of any Class D-R Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not such payment is noted on this Class D-R Certificate. All payments with respect to all of the Class D-R Certificates of a Series shall be made on a pro rata basis based upon the percentage interest specified on ratio that the face hereofOutstanding Principal Amount of this Class D-R Certificate bears to the Outstanding Principal Amount of all Class D-R Certificates of such Series; provided that, if as a result of such proration a portion of such payment woul would -------- be less than $0.01, then such payment shall be reduced to the nearest whole cent. In addition, the Certificate Prepayment Fee Amount, if any, shall be distributed on each Payment Date to the Holders of the Class D-R Certificates to the extent such Class is receiving a distribution of Prepaid Principal Amount on such date. All payments of Certificate Prepayment Fee Amounts with respect to the Class D-R Certificates shall be made prorata based upon the ratio of the Outstanding Principal Amount of this Certificate to the Outstanding Principal Amount of Class D-R Certificates of this Series, provided that if as a result of such proration, a portion of such payment would be less than $0.01, then such payment shall be reduce to the nearest whole cent. All amounts payable with respect to this Class D-R Certificate on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). Such amounts are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class D-R Certificates of the 19991998-1 Series and all other Series of Class D-R Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class D-R Certificateholders equally and ratably without prejudice, priority or distinction between any Class D-R Certificate by reason of time of issue or otherwise. The Class D-R Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class D-R Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments Except as otherwise may be provided in future Supplements to the Trust Agreement, payments on the Class D-R Certificates are generally subordinated subordinate to payments on all other Classes of Certificates. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time, except that the Depositor may cause the Trust to prepay on a dollar for dollar basis the principal, without penalty or premium, of any Outstanding Series of Revolving Certificates with the proceeds of the issuance or Funding of a Series of Term Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D-R Certificates of the same Scheduled Maturity, of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees; provided that so long as any Rated Certificates are Outstanding, the Depositor -------- shall maintain legal and beneficial ownership of at least 51% of the Outstanding Principal Amount of the Class D-R Certificates, unless otherwise agreed to by the Controlling Holders. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class D-R Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class D-R Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay amounts due the principal of and interest on this Class D-R Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.

Appears in 1 contract

Samples: Supplement to Trust Agreement (Point West Capital Corp)

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