Reserve Fund. (a) No later than the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account titled, "[_____________]." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]. (b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]. (c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1). (d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. (e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. (f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Inc), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp), Pooling and Servicing Agreement (Deutsche Mortgage Securities Inc)
Reserve Fund. (a) No later than the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account titled, "[_____________]." On the Closing Date, the Depositor will depositSecurities Administrator shall establish and maintain in the Trustee’s name, or cause to be depositedin trust for the benefit of the holders of the LIBOR Certificates and the Interest-Only Certificates, a Reserve Fund, into which the Depositor shall, on such date, deposit $10,000.00. The Reserve Fund $[_________]shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. The Reserve Fund shall not be an asset of any REMIC established hereby.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable Date, Current Interest that would otherwise be distributable with respect to the Class A 1-XA Certificates will be deposited to the Reserve Fund, to the extent of the Required Reserve Fund Deposit.
(c) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class 1-A1 or the Mezzanine Class 1-A2 Certificates, the Trustee has been directed by Securities Administrator shall withdraw from the Class CE Certificateholders toReserve Fund, and therefore will, the amount of such Net WAC Shortfall for distribution on such Distribution Date pursuant to Section 5.02(g).
(d) [Reserved].
(e) [Reserved].
(f) Funds on deposit into in the Reserve Fund shall be invested in the [ ]or any successor fund. Any earnings on amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Reserve Fund shall hold all such amounts be for the benefit of the Holders Interest-Only Certificateholders. The Interest-Only Certificates shall evidence ownership of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund for federal income tax purposes and the Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on behalf deposit therein. The Interest-Only Certificateholders shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class CE Certificateholders, from amounts otherwise distributable Interest-Only Certificateholder(s) as to the Class CE Certificateholders, an amount such that when added to other amounts already investment of funds on deposit in the Reserve Fund, such funds shall be invested in money market funds as described in paragraph (ix) of the aggregate amount on deposit therein is equal to $[_________].
(c) definition of Permitted Investments in Article I. For federal and state income tax purposes, amounts transferred by the Class CE Certificateholders will be deemed Upper-Tier REMIC to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by the Upper-Tier REMIC III to the Holders of the Class CE 1-XA Certificates. .
(g) If, immediately after any Distribution Date, the amount credited to the Reserve Fund exceeds the initial credit thereto, the Securities Administrator will debit such excess from the Reserve Fund and distribute such excess from the Reserve Fund to the Interest-Only Certificateholders for which such amounts were credited pursuant to Section 5.02(g).
(h) Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all Fund any amounts remaining on deposit in the Reserve Fund will shall be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1)Interest-Only Certificateholders.
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Sequoia Mortgage Funding Corp), Pooling and Servicing Agreement (Sequoia Residential Funding Inc), Pooling and Servicing Agreement (Sequoia Residential Funding Inc)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR2, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(F), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in the last paragraph of Section 4.01(a4.1(a)(iii). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee The Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar2), Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar2), Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "“Reserve Fund, [_________________]." , in trust for the registered holders of ACE Securities Corp. [ ], Series [ ]” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(vi), rather than distributing such amounts to the Class CE [____] Certificateholders, and Section 5.01(a)(7)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A [____] Certificates, the [____________] Certificates and the Mezzanine Certificates, Class [____] Certificates and will distribute such amounts to the Holders of the Class A [____] Certificates, the [____________] Certificates and the Mezzanine Certificates Class [____] Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE [____] Certificateholders, from amounts otherwise distributable to the Class CE [____] Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE [____] Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE [____] Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A [____] Certificates, the [____________] Certificates and the Mezzanine Class [____] Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE [____] Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A [____] Certificates, the [____________] Certificates or the Mezzanine Class [____] Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE [____] Certificate, each Class CE [____] Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE [____] Certificateholders. By accepting a Class CE [____] Certificate, each Class CE [____] Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE [____] Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class [____] Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A [____] Certificateholders, the [ ] Certificateholders and the Mezzanine Class [____] Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$[___] with respect to the Certificates covered by the Swap Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Ace Securities Corp), Pooling and Servicing Agreement (Ace Securities Corp)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR2, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(g), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by the Master REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar2), Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar2)
Reserve Fund. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself a separate, segregated trust account titled, "[_____________]Reserve Fund, Wells Fargo Bank Minnesota, N.A., as Xxxxtee, in trust for registered Holders of Option One Mortgage Loan Trust 2000-3, Asset-Backed Certificates, Series 2000-3." On the Closing Date, the Depositor will Dexxxxxxx xxxl deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) 1,000. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(d)(viii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE C Certificateholders, from amounts otherwise distributable to the Class CE C Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) 1,000. For federal and state income tax purposes, the Class CE C Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III 3 to the Holders of the Class CE C Certificates. Upon the termination of the Trust FundTrust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE C Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) . By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) . At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net Wac Rate Carryover Amount shall be assigned a value of zero.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3), Pooling and Servicing Agreement (Option One Mort Accept Corp Asset Backed Cert Series 2000-3)
Reserve Fund. (a) No later than the Closing Date, the Trustee The Securities Administrator shall establish a Reserve Fund on behalf of the Holders of the Class A, Class B and maintain a separateClass M Certificates. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, segregated trust account titledWxxxx Fargo Bank, "[_____________]." N.A. as Securities Administrator for the benefit of Holders of Bear Sxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2006-AC4, Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class C”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Certificates, the Trustee Securities Administrator shall deposit the amounts pursuant to clauses (C) and (D) of Section 6.04(a)(3) into the Reserve Fund, and the Securities Administrator has been directed by the Class CE Certificateholders to, and therefore will, C Certificateholder to distribute any amounts then on deposit into in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in respect of the amounts and Basis Risk Shortfall Carry Forward Amount for each such Class in the priorities set forth in clauses (C) and (D) of Section 4.01(a6.04(a)(3). If no Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (C) and (D) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE A, Class M or Class B Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A Certificates A, Class M or the Mezzanine Certificates Class B in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a "regular interest" Regular Interest in a REMIC within the meaning of Code Section 860(G)(a)(1)860G(a)(1) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholders shall be the beneficial owners of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, Securities Administrator to deposit into transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall be held either uninvested in a trust or deposit account of the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount Securities Administrator with no liability for interest or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificateother compensation thereof or, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At at the direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn next succeeding Distribution Date. All net income and gain from such account pursuant investments shall be distributed to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with C Certificateholder, not as a distribution in respect to of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund is received by shall be taxable to the Trustee, the Trustee shall invest the funds in Class C Certificateholder. Any losses on such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment investments shall be deposited into in the Reserve FundFund by the Class C Certificateholder out of its own funds immediately as realized. In the event that the Class C Certificateholder shall fail to provide investment instructions to the Securities Administrator, the amounts on deposit in the Reserve Fund shall be held uninvested.
(fc) For federal tax return and information reporting, the right of the Holders of the Class A Certificateholders A, Class M and the Mezzanine Certificateholders Class B Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amounts shall be assigned a value of zero.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." On “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the Closing Dateregistered holders of Deutsche Alt-A Securities Mortgage Loan Trust, the Depositor will depositSeries 2007-OA3, or cause to be deposited, into the Reserve Fund $[_________]Mortgage Pass-Through Certificates”.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(f), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by the Master REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa3 /DE), Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa3 /DE)
Reserve Fund. (a) No later than the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account titled, "[_____________]Reserve Fund, First Union National Bank, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2001-HE1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Ace Securities Corp), Pooling and Servicing Agreement (Ace Securities Corp)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE4, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Supplemental Interest Trust (to pay any Swap Termination Payment owed to the Swap Provider due to a Swap Provider Trigger Event pursuant to the Swap Agreement) pursuant to Section 5.01(c)(7)(vii) and to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(7)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h). The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund and the Supplemental Interest Trust in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$1,000.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He4), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He4)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]Reserve Fund, Xxxxx Fargo Bank, N.A., in trust for the registered holders of Deutsche Mortgage Securities, Inc. Mortgage Loan Trust, Series 2004-2, Mortgage Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(E), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates Certificates, other than the Class A-IO Certificates, and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates Certificates, other than the Class A-IO Certificates, and the Mezzanine Class M Certificates in the amounts and priorities set forth in the last paragraph of Section 4.01(a4.1(a)(iii). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, based on the instructions received by it from the Securities Administrator, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee The Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Class M Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Deutsche Mort Sec Inc Mortgage Loan Trust Series 2004 2), Pooling and Servicing Agreement (Deutsche Mort Sec Inc Mortgage Loan Trust Series 2004 2)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, one or more segregated trust account titledaccounts (the "Reserve Fund") in the name of the Trustee on behalf of the Holders of the Group I Offered, Class I-B-3 and Class B-IO Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "[_____________]Reserve Fund, Citibank, N.A. as Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ALT-A Trust 2006-8, Mortgage Pass-Through Certificates, Series 2006-8." On The Sexxxxxxxs Administrator shall demand payment of all money payable by the Closing Date, Counterparty under the Depositor will deposit, or cause to be deposited, into Cap Contracts. The Securities Administrator shall deposit in the Reserve Fund $[_________].
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable all payments received by it from the Counterparty pursuant to the Class A Certificates or Cap Contracts and, prior to distribution of such amounts pursuant to Section 6.01(a), all payments described under the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, Ninth and therefore will, deposit into the Reserve Fund Tenth clauses of Section 6.01(a). All Cap Contract Payment Amounts received from Cap Contracts and the amounts described in the Ninth and Tenth clauses of Section 4.01(a)(4)(xii), rather than distributing such amounts 6.01(a) deposited to the Class CE Certificateholders. On each such Distribution Date, Reserve Fund shall be held by the Securities Administrator in the name of the Trustee shall hold all such amounts on behalf of the Trust, in trust for the benefit of the Holders of the Class A Group I Offered Certificates and the Mezzanine Class I-B-3 Certificates, as applicable, and will distribute such amounts to the Holders of the Class A Certificates B-IO Certificateholders in accordance with the terms and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a)provisions of this Agreement. If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a On each Distribution Date, the Trustee Securities Administrator shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from distribute amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve FundFund to the Group I Offered, Class I-B-3, and Class B-IO Certificateholders in accordance with the aggregate amount on deposit therein is equal to $[_________]Ninth and Tenth clauses of Section 6.01(a) and Section 6.01(b).
(cb) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-8 REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. For federal and state income tax purposes, the Class CE B-IO Certificateholders will be deemed to shall be the beneficial owners of the Reserve Fund, subject to the power of the Securities Administrator to distribute amounts under the Ninth and Tenth clauses of Section 6.01(a) and Section 6.01(b) and shall report items of income, deduction, gain or loss arising therefrom. For federal income tax purposes, (i) amounts distributed to Certificateholders pursuant to the Ninth and Tenth clauses of Section 6.01(a) will be treated as first distributed to the Class B-IO Certificateholders and then paid from the Class B-IO Certificateholders to the applicable Group I Offered or Class I-B-3 Certificateholders. Amounts in the Reserve Fund held in trust for the benefit of the Group I Offered, Class I-B-3 and all Class B-IO Certificateholders shall, at the written direction of the Class B-IO Certificateholders, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. If no written direction is received, the amounts deposited in the Reserve Fund shall remain uninvested. Any losses on such Permitted Investments shall not in any case be a liability of the Securities Administrator but an amount equal to such losses shall be given by the Class B-IO Certificateholders to the Securities Administrator out of such Certificateholders' own funds immediately as realized, for deposit by the Securities Administrator into the Reserve Fund. To the extent that the Class B-IO Certificateholders have provided the Securities Administrator with such written direction to invest such funds in Permitted Investments, on each Distribution Date the Securities Administrator shall distribute all net income and gain from such Permitted Investments in the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders Class B-IO Certificateholders, not as a distribution in respect of the Class CE Certificatesany interest in any 2006-8 REMIC. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all All amounts remaining earned on amounts on deposit in the Reserve Fund will held in trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO Certificateholders shall be released by the Trust Fund and distributed taxable to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1)B-IO Certificateholders.
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Alt-a Trust 2006-8), Pooling and Servicing Agreement (Bear Stearns Alt-a Trust 2006-8)
Reserve Fund. (a) No later than On the Closing Date, the Securities Administrator on behalf of the Trustee shall establish and maintain in the Trustee’s name, in trust for the benefit of the holders of the Class 1A1, Class 1AX, Class 2A1, Class 2AX, Class 1B1, Class 1B2, Class 1B3, and Class 1BX Certificates, a separateReserve Fund, segregated trust account titledinto which each Initial Reserve Fund Deposit Amount, "[_____________]." On the Closing Dateon such date, the Depositor will deposit, or cause to shall be deposited, into the . The Reserve Fund $[_________]shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Securities Administrator held pursuant to this Agreement. The Reserve Fund shall not be an asset of any REMIC established hereby.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to The Reserve Fund will be comprised of three accounts: the “Class A Certificates or the Mezzanine Certificates1AX Certificate Account”, the Trustee has been directed by “Class 2AX Certificate Account” and the “Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders1BX Certificate Account”. On each such Distribution Date, the Trustee interest otherwise distributable to the Class 1AX Certificates for such Distribution Date will be deposited instead in the Class 1AX Certificate Account, the interest otherwise distributable to the Class 2AX Certificates for such Distribution Date will be deposited instead in the Class 2AX Certificate Account, on the Distribution Date, the interest otherwise distributable to the Class 1BX Certificates for such Distribution Date will be deposited instead in the Class 1BX Certificate Account, in each case to the extent of the Required Reserve Fund Deposit for such Class.
(c) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class 1A1 Certificates, the Securities Administrator shall hold all withdraw, to the extent of available funds therein, from the Class 1AX Certificate Account, the amount of such Net WAC Shortfall for distribution on such Distribution Date. On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class 2A1 certificates, the Securities Administrator shall withdraw, to the extent of available funds therein, from the Class 2AX Certificate Account, the amount of such Net WAC Shortfall for distribution on such Distribution Date. On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class 1B1, Class 1B2, or Class 1B3 Certificates, the Securities Administrator shall withdraw, to the extent of available funds therein, from the Class 1BX Certificate Account, the amount of such Net WAC Shortfall for distribution on such Distribution Date.
(d) Funds in the Class 1AX Certificate Account shall be invested in Permitted Investments. Any earnings on amounts in the Class 1AX Certificate Account shall be for the benefit of the Holders Class 1AX Certificateholders. The Class 1AX Certificates shall evidence ownership of the Class A Certificates 1AX Certificate Account for federal income tax purposes and the Mezzanine CertificatesHolders thereof shall direct the Securities Administrator, and will distribute in writing, as to investment of amounts on deposit therein. The Class 1AX Certificateholders shall be liable for any losses incurred on such amounts to investments. In the Holders absence of written instructions from the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf 1AX Certificateholders as to investment of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already funds on deposit in the Reserve FundClass 1AX Certificate Account, such funds shall be invested in money market funds as described in paragraph (v) of the aggregate amount on deposit therein is equal to $[_________]definition of “Permitted Investments.
(c) ” For all federal and state income tax purposes, amounts transferred by REMIC III to the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) 1AX Certificate Account shall be treated as amounts distributed by REMIC III to the Holders of Class 1AX Certificateholders as a distribution on the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance1AX Interest.
(e) At the direction of the Holders of a majority in Percentage Interest Funds in the Class CE Certificates, the Trustee 2AX Certificate Account shall direct any depository institution maintaining the Reserve Fund to invest the funds be invested in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable Investments. Any earnings on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest amounts in the Class CE Certificates with respect to 2AX Certificate Account shall be for the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate benefit of the kind Class 2AX Certificateholders. The Class 2AX Certificates shall evidence ownership of the Class 2AX Certificate Account for federal income tax purposes and the Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class 2AX Certificateholders shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class 2AX Certificateholders as to investment of funds on deposit in the Class 2AX Certificate Account, such funds shall be invested in money market funds as described in clause paragraph (viv) of the definition of “Permitted Investments. All .” For all federal income and gain earned upon such investment tax purposes, amounts transferred by REMIC III to the Class 2AX Certificate Account shall be deposited into treated as amounts distributed by REMIC III to the Reserve FundClass 2AX Certificateholders as a distribution on the Class 2AX Interest.
(f) For federal tax return and information reporting, Funds in the right Class 1BX Certificate Account shall be invested in Permitted Investments. Any earnings on amounts in the Class 1BX Certificate Account shall be for the benefit of the Class A Certificateholders 1BX Certificateholders. The Class 1BX Certificates shall evidence ownership of the Class 1BX Certificate Account for federal income tax purposes and the Mezzanine Holders thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. The Class 1BX Certificateholders shall be liable for any losses incurred on such investments. In the absence of written instructions from the Class 1BX Certificateholders as to receive payments from investment of funds on deposit in the Class 1BX Certificate Account, such funds shall be invested in money market funds as described in paragraph (v) of the definition of “Permitted Investments.” For all federal income tax purposes, amounts transferred by REMIC III to the Class 1BX Certificate Account shall be treated as amounts distributed by REMIC III to the Class 1BX Certificateholders as a distribution on the Class 1BX Interest.
(g) If, immediately after any Distribution Date, the amount on deposit in the Class 1AX Certificate Account of the Reserve Fund exceeds the initial deposit therein, the Securities Administrator will distribute such excess to the Class 1AX Certificateholders.
(h) If, immediately after any Distribution Date, the amount on deposit in respect the Class 2AX Certificate Account of the Reserve Fund exceeds the initial deposit therein, the Securities Administrator will distribute such excess to the Class 2AX Certificateholders.
(i) If, immediately after any Basis Risk Shortfall Distribution Date, the amount on deposit in the Class 1BX Certificate Account of Unpaid Basis Risk Shortfall amount the Reserve Fund exceeds the initial deposit therein, the Securities Administrator will distribute such excess to the Class 1BX Certificateholders.
(j) Upon termination of the Trust Estate any amounts remaining in the Class 1AX Certificate Account, the Class 2AX Certificate Account or the Class 1BX Certificate Account shall be assigned a value of zerodistributed to the Class 1AX Certificateholders, Class 2AX Certificateholders or Class 1BX Certificateholders, respectively.
Appears in 2 contracts
Samples: Trust Agreement (GSR Mortgage Loan Trust 2004-14), Trust Agreement (GSR Mortgage Loan Trust 2004-14)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." Reserve Fund on behalf of the Holders of the Certificates. On the Closing Date, the Depositor will deposit, or shall cause an amount equal to be deposited, into the Reserve Fund $[_________].
(b) Deposit to be deposited in the Reserve Fund. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, LaSalle Bank National Association, as Securities Administrator on behalf of Citibank, N.A. as Trustee for the benefit of holders of Bear Xxxxxxx Asset Backed Securities I LLC, Mortgage-Backed Certificates, Series 2005-7”. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates of Class A, Class M or the Mezzanine Class B Certificates, the Trustee Securities Administrator shall deposit the amounts distributable pursuant to clause (C) of Section 6.04(a)(3) into the Reserve Fund and the Securities Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into C Certificateholder to distribute amounts in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine A, Class M or Class B Certificates in the amounts and priorities set forth in clause (C) of Section 4.01(a6.04(a)(3). If no Any amount paid to the Holders of Class A, Class M or Class B Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE Certificates. Upon the termination of the Trust FundA, or the payment in full of the Class A Certificates M and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designeesas applicable. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A A, Class M and Class B Certificates or the Mezzanine Certificates in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forward Amounts pursuant to the second preceding sentence shall not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1)) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholder shall be the beneficial owner of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Securities Administrator on behalf of the Trustee hereby is directed, to deposit into transfer amounts under Section 6.04. Amounts in the Reserve Fund shall, at the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the written direction of the Holders of a majority Class C Certificateholder to the Securities Administrator, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date next succeeding Distribution Date. In the absence of written instructions to the Securities Administrator, amounts on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority deposit in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentsremain uninvested. All net income and gain earned upon from such investment investments shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of distributed to the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund C Certificateholders, not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, at such time as they shall direct. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholder out of zeroits own funds immediately as realized.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Mortgage-Backed Certificates, Series 2005-7), Pooling and Servicing Agreement (Mortgage-Backed Certificates, Series 2005-7)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." Reserve Fund on behalf of the Holders of the Certificates. On the Closing Date, the Depositor will deposit, or shall cause an amount equal to be deposited, into the Reserve Fund $[_________]Deposit to be deposited in the Reserve Fund. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Basis Risk Shortfall Reserve Fund, U.S. Bank National Association as Trustee for the benefit of Holders of Structured Asset Mortgage Investments II Inc., Mortgage Pass-Through Certificates, BankUnited Trust Series 2005-1, Class 1-A-1, Class I-A-2 and Class I-X Certificates.
(b) ” On each Distribution Date as to which there is a Basis Risk Shortfall amount Carryover Amount payable to any of the Class I-A-1 Certificates or an Unpaid Class I-A-2 Certificates, the Securities Administrator shall deposit the amounts distributable in respect of any such Basis Risk Shortfall amount payable Carryover Amount pursuant to priorities first and second of Section 6.01(a)(i) into the Class A Certificates or Reserve Fund, and the Mezzanine Certificates, the Trustee Securities Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into I-X Certificateholder to distribute amounts in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A I-A-1 Certificates and the Mezzanine Class I-A-2 Certificates in the amounts and priorities set forth in priorities first and second of Section 4.01(a6.01(a)(i). If no Any amount paid to the Holders of Class I-A-1 Certificates and Class I-A-2 Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carryover Amounts shall be treated as amounts distributed to the Class I-X Certificateholder in respect of the Class I-X Certificates and paid by REMIC III the Class I-X Certificateholder to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, I-A-1 Certificates or the payment in full of the Class A Certificates and the Mezzanine I-A-2 Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designeesas applicable. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A I-A-1 Certificates or the Mezzanine and Class I-A-2 Certificates in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carryover Amounts pursuant to the second preceding sentence shall not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1)) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateI-X Certificateholder shall be the beneficial owner of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, power of the Securities Administrator to transfer amounts under priorities first and the Trustee hereby is directed, to deposit into second of Section 6.01(a)(i). Amounts in the Reserve Fund shall, at the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the written direction of the Holders of a majority Class I-X Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date next succeeding Distribution Date. In the absence of written instructions, amounts on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority deposit in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentsremain uninvested. All net income and gain earned upon from such investment investments shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of distributed to the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund I-X Certificateholders, not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class I-X Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class I-X Certificateholder out of zeroits own funds immediately as realized.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bankunited Trust 2005-1, Mortgage Pass-Through Certificates, Series 2005-1), Pooling and Servicing Agreement (Bankunited Trust 2005-1, Mortgage Pass-Through Certificates, Series 2005-1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Wxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2000-XX0, Xxxxx Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h). The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$1,000.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Cw1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Cw1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR5, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Group I Senior Certificates or the Group I Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(f), rather than distributing such amounts to the Class I-CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Group I Senior Certificates and the Group I Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Group I Senior Certificates and the Group I Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class I-CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class I-CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Group I Senior Certificates and the Group I Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class I-CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Group I Senior Certificates or the Group I Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class I-CE Certificate, each Class I-CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class I-CE Certificateholders. By accepting a Class I-CE Certificate, each Class I-CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class I-CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class I-CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar5), Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar5)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account titled, "[_____________]." Reserve Fund on behalf of the Holders of the Certificates. On the Closing Date, the Depositor will deposit, or shall cause an amount equal to be deposited, into the Reserve Fund $[_________].
Deposit to be deposited in the Reserve Fund. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, LaSalle Bank National Association, as Trustee for the benefit of holders of SACO I Trust 2005-9, Mortgage Pass-Through Certificates, Series 2005-9”. The “Counterparty” shall pay to the Trustee all amounts required to be paid by it under the Cap Contract. The Trustee shall deposit in the Reserve Fund all payments received by it from the Counterparty pursuant to the Cap Contract. On each Distribution Date, the Trustee shall remit Cap Contract Payment Amounts received by it from the Counterparty on such Distribution Date (bi) first, to the Holders of the Class M-4 Certificates to the extent of any Basis Risk Shortfall Carry Forward Amount in respect of each Class M-4 Certificate for such Distribution Date, and (ii) second, any remainder to the Class C Certificates. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to any Class of Class A, Class M and Class B Certificates and after payment of the Cap Contract Payment Amounts to the Class A Certificates or the Mezzanine M-4 Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(3) into the Reserve Fund, and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, C Certificateholder to distribute any amounts then on deposit into in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather (other than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts any Cap Contract Payment Amounts) to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in respect of the amounts and Basis Risk Shortfall Carry Forward Amounts for each such Class in the priorities set forth in clauses (C) and (D) of Section 4.01(a5.04(a)(3). If no Any amount paid to the Holders of Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, Carry Forward Amounts from amounts otherwise distributable pursuant to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
clauses (cC) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners (D) of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]Section 5.03(a)(3) shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE Certificates. Upon the termination of the Trust FundA, or the payment in full of the Class A Certificates M and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designeesas applicable. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A A, Class M and Class B Certificates or the Mezzanine Certificates in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forward Amounts pursuant to the second preceding sentence shall not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1)) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholder shall be the beneficial owner of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, to deposit into transfer amounts under Section 5.04. Amounts in the Reserve Fund shall, at the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the written direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date next succeeding Distribution Date. In the absence of written instructions, amounts on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority deposit in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentsremain uninvested. All net income and gain earned upon from such investment investments shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of distributed to the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund C Certificateholders, not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholder out of zeroits own funds immediately as realized.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Saco I Trust 2005-9)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, "[_____________]“Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2006‑5, Asset‑Backed Certificates, Series 2006‑5." ” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On the Closing Date, the Depositor will shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(bii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(d)(i)(aa), rather than distributing such amounts to the Class CE Certificateholders. ; and
(iii) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(cb) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III 3 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class CE C Certificates. Upon the termination of the Trust FundFor federal and state income tax purposes, or the payment payments in full respect of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(dc) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.26(a)(ii) and (a)(iii) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(ed) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(fe) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments payment on account of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-5)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]Reserve Fund, Xxxxx Fargo Bank Minnesota, National Association, in trust for the registered holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2003-2XS, Mortgage Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(E), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates Certificates, other than the Class A-IO Certificates, and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates Certificates, other than the Class A-IO Certificates, and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iii). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, based on the instructions received by it from the Securities Administrator, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee The Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Class M Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Loan Trust Series 2003-2xs)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Xxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 0000-XX0, Xxxxx Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01. (a)(5)(vi), rather than distributing such amounts to the Class CE CE-1 Certificateholders, and Section 5.01. (a)(5)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE CE-1 Certificateholders, from amounts otherwise distributable to the Class CE CE-1 Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE CE-1 Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) 1,000 shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE CE-1 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, Certificates all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE CE-1 Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust, Series 2005-Sn1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, "[_____________]“Reserve Fund, LaSalle Bank National Association, as Trustee, in trust for holders of Washington Mutual Asset-Backed Certificates WMABS, Series 2006‑HE4." ” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On the Closing Date, the Depositor will Company shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(bii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. 4.05; and
(iii) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(cb) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders REMIC IV in respect of the Class CE Certificates. Upon the termination of the Trust FundC Interest, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released then distributed by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments IV to the Holders of the Class C Certificates. For federal and state income tax purposes, payments in respect of the Class A Certificates or Certificates, the Mezzanine Certificates and the Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(dc) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.22(a)(ii) and (a)(iii) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(ed) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Eligible Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account the Reserve Fund in Permitted Eligible Investments managed by the Trustee or an Affiliate of the kind described in clause clauses (viiii) or (vii) of the definition of Permitted Eligible Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(fe) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments payment on account of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Asset-Backed Certificates, WMABS Series 2006-He4)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Wells Fargo Bank, N.A., in trust fxx xxe registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE2, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$70,000 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE6, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(7)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$80,000 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-He6)
Reserve Fund. (a) No later than the Closing Date, the The Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class B, Class M and maintain a separateClass C Certificates. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, segregated trust account titledXxxxx Fargo Bank, "[_____________]." N.A. as Trustee for the benefit of Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC3, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3, Class B-4 and Class C”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) into the Reserve Fund, and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, C Certificateholder to distribute any amounts then on deposit into in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in respect of the amounts and Basis Risk Shortfall Carry Forward Amount for each such Class in the priorities set forth in clauses (D) and (E) of Section 4.01(a6.04(a)(3). If no Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE A, Class M or Class B Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A Certificates A, Class M or the Mezzanine Certificates Class B in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a "regular interest" Regular Interest in a REMIC within the meaning of Code Section 860(G)(a)(1)860G(a)(1) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholders shall be the beneficial owners of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, to deposit into transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall be held either uninvested in a trust or deposit account of the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount Trustee with no liability for interest or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificateother compensation thereof or, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At at the direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn next succeeding Distribution Date. All net income and gain from such account pursuant investments shall be distributed to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with C Certificateholders, pro rata among such Certificateholders, not as a distribution in respect to of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund is received shall be taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholders, pro rata, out of their own funds immediately as realized. In the event that the Class C Certificateholder shall fail to provide investment instructions to the Trustee, the Trustee shall invest amounts on deposit in the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment Reserve Fund shall be deposited into the Reserve Fundheld uninvested.
(fc) For federal tax return and information reporting, the right of the Holders of the Class A Certificateholders A, Class M and the Mezzanine Certificateholders Class B Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amounts shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac3)
Reserve Fund. (a) No later than On or prior to the Closing Date, the Issuer shall cause the Indenture Trustee shall to establish and maintain a separatemaintain, segregated trust account titledin the name of the Indenture Trustee, "[_____________]." On for the Closing Datebenefit of the Noteholders, and the Certificate Paying Agent, on behalf of the Certificateholders, the Depositor will depositReserve Fund, or cause to which shall be deposited, into the Reserve Fund $[_________]an Eligible Account.
(b) On each Distribution Date as All monies deposited from time to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into time in the Reserve Fund the amounts described in pursuant to Section 4.01(a)(4)(xii), rather than distributing such amounts 3.05 and all deposits therein pursuant to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts this Indenture are for the benefit of the Holders of the Class A Certificates Noteholders and the Mezzanine CertificatesCertificate Paying Agent, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, and all investments made with such monies, including all income or other gain from such investments, are for the benefit of the Certificateholders.
(c) The Reserve Fund shall be owned for federal income tax purposes by the holders of the Class SB Certificates and all amounts otherwise distributable deposited in the Reserve Fund (including all income or other gain from investments on such monies) shall be deemed to have been distributed to the Class CE CertificateholdersSB Certificates for federal income tax purposes.
(d) On each Payment Date, an amount such that when added to other the Indenture Trustee shall distribute from amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of Fund the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III Payment Amount to the Holders Noteholders in respect of the Class CE CertificatesNotes and, in its capacity as Certificate Paying Agent, to the Certificateholders, in the amounts and in the order of priority set forth in Section 3.05 (except as otherwise provided in Section 5.04(b)) and in accordance with the Servicing Certificate. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all All amounts remaining on deposit in the Reserve Fund will be released on the Final Payment Date or the Payment Date on which amounts paid by the Trust Fund and Servicer in connection with the purchase of the Mortgage Loans pursuant to Section 8.08 of the Servicing Agreement are to be distributed after application of the distributions described in Section 3.05(a)(i) through (xviii) shall be distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptanceSB Certificates.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the The Indenture Trustee shall direct invest any depository institution maintaining funds in the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) selected by the Servicer maturing no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and next succeeding Payment Date (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no except that any investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates institution with respect to which the Reserve Fund is received by the Trusteemaintained may mature on such Payment Date) and shall not be sold or disposed of prior to maturity. In addition, the such Permitted Investments shall not be purchased at a price in excess of par. The Indenture Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of have no liability whatsoever for investment losses on Permitted Investments. All income , if such investments are made in accordance with the provisions of this Indenture and gain earned upon such investment shall be deposited into the Reserve FundIndenture Trustee is not the obligor under the Permitted Investment.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the The Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value an outside reserve fund and shall not be an asset of zeroeither REMIC.
Appears in 1 contract
Samples: Indenture (Residential Asset Mortgage Products Inc)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trust Administrator shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, "[_____________]Reserve Fund, Bankers Trust Company of California, N.A., as agent for U.S. Bank National Association, as Trustee, in trust for the registered holders of Ameriquest Mortgage Securities Inc., Floating Rate Mortgage Pass-Through Certificates, Series 2001-2." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(a)(4)(x), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Trust Administrator shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust FundTrust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the TrusteeTrust Administrator, and the Trustee Trust Administrator hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Trust Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Trust Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Trust Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the TrusteeTrust Administrator, the Trustee Trust Administrator shall invest the funds in such account in Permitted Investments managed by the Trustee Trust Administrator or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in the Reserve Fund shall be invested in Deutsche Bank Institutional Cash Reserves/Fund 1687 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net Wac Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Floating Rate Mortgage Pass-Through Cert-Series 2001-2)
Reserve Fund. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself a separate, segregated trust account titled, "[_____________]Reserve Fund, Bankers Trust Company of California, N.A., as Trustee, in trust for the registered holders of Ameriquest Mortgage Securities Inc., Floating Rate Mortgage Pass-Through Certificates, Series 2001-1." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(a)(4)(viii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust FundTrust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in the Reserve Fund shall be invested in Deutsche Bank Institutional Cash Reserves/Fund 1687 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net Wac Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Float Rate Mort Pa Th Cer Ser 2001-1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE5, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates, Mezzanine Certificates and the Class B Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates, the Mezzanine Certificates and the Class B Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) and any amounts paid to the Reserve Fund from the Cap Contracts shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$65,000 with respect to Certificates covered by the Group I Cap Contract and $82,000 with respect to Certificates covered by the Group II Cap Contract.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust 2005-He5)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) in the name of the Securities Administrator for the benefit of the Trustee on behalf of the Holders of the Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, LaSalle Bank National Association, as Securities Administrator for the benefit of Citibank, N.A., in trust for registered holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2005-CL1”. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to any of the Class A Certificates or the Mezzanine and/or Class M Certificates, the Trustee Securities Administrator shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 6.04(a)(3) into the Reserve Fund and the Securities Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts B-IO Certificateholder to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine and/or Class M Certificates in the amounts and priorities set forth in clauses (C) and (D) of Section 4.01(a6.04(a)(3). If no Any amount paid to the Holders of Class A Certificates and/or Class M Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class B-IO Certificateholder in respect of the Class B-IO Certificates and paid by REMIC III the Class B-IO Certificateholder to the Holders of the Class CE A Certificates and/or Class M Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A Certificates or the Mezzanine and/or Class M Certificates in respect of Basis Risk Shortfall amounts Carry Forward Amounts, whether pursuant to the second preceding sentence or Unpaid Basis Risk Shortfall amounts will pursuant to subsection (b) below, shall not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(db) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct The Reserve Fund is an “outside reserve fund” within the Trustee, meaning of Treasury Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Securities Administrator on behalf of the Trustee hereby is directedshall be the nominal owner of the Reserve Fund. The Class B-IO Certificateholder shall be the beneficial owner of the Reserve Fund, subject to deposit into the power of the Securities Administrator to transfer amounts under Section 6.04. Amounts in the Reserve Fund shall, at the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the written direction of the Holders of a majority Class B-IO Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn from such account pursuant to this Agreementnext succeeding Distribution Date (or the Distribution Date, if a Person other than such investment is an obligation of or is managed by the Trustee or an Affiliate manages or advises such investmentSecurities Administrator). In the absence of written direction, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority amounts in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentsnot be invested. All net income and gain earned upon from such investment investments shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of distributed to the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund B-IO Certificateholder, not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class B-IO Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class B-IO Certificateholder out of zeroits own funds immediately as realized.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Cl1)
Reserve Fund. (a) No later than the Closing Date, the The Trustee shall establish and maintain a separateReserve Fund on behalf of the Class M-1, segregated Class M-2 and Class B Certificateholders. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be in the name of the Trustee for the benefit of the Class M-1, Class M-2 and Class B Certificateholders and designated "JPMorgan Chase Bank, in trust account titledfor the registered holders of Bear Stearns Asset Backed Xxxxxxxies, Inc., Asset-Backed Certificates, Series 2002-AC3, Class M-1, Class M-2 and Class B"[_____________]." On . The Holder of the Closing Date, Class R-III Certificates shall remit to the Depositor will deposit, or cause Trustee on the date of this Amendment an amount equal to be deposited, into $915,000.00 for deposit in the Reserve Fund $[_________].
(b) Fund. On each Distribution Date as to which there is a Basis Risk Shortfall amount an Applied Realized Loss Amount with respect to any Class M-1, Class M-2 or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesB Certificate, the Trustee has been directed by the Class CE Certificateholders R-III Certificateholder to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts remit to the Class CE Certificateholders. On each such Distribution Dateor Classes of Certificates as to which the Applied Realized Loss Amount was allocated, in accordance with Section 6.04(a), any Unpaid Realized Loss Amounts remaining unreimbursed after making the Trustee shall hold all such amounts for the benefit required distributions pursuant to clauses SIXTH, SEVENTH and EIGHTH of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a6.04(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(cb) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be part an asset of the Trust Fund but not part an asset of any REMIC and any payments REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class R-III Certificateholder shall be the beneficial owner of the Reserve Fund, subject to the Holders power of the Trustee to remit such funds held therein to the holders of the Class A M-1, Class M-2 and Class B Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" as described in a REMIC within the meaning of Code Section 860(G)(a)(1).
clause (da) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into above. Amounts in the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificateshall, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At at the direction of the Holders of a majority Class R-III Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investmentnext succeeding Distribution Date. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the TrusteeTrustee from the Class R-III Certificateholder, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate affiliate of the kind described in clause (vix) of the definition of Permitted Investments. All net income and gain earned upon from such investment investments shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of distributed to the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund R-III Certificateholder, not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class R-III Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class R-III Certificateholder out of zeroits own funds immediately as realized."
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Sec Inc Asst Bk Cert Ser 2002-Ac3)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account titled, "[_____________]." Reserve Fund on behalf of the Holders of the Certificates. On the Closing Date, the Depositor will deposit, or shall cause an amount equal to be deposited, into the Reserve Fund $[_________].
(b) Deposit to be deposited in the Reserve Fund. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, LaSalle Bank National Association, as Trustee for the benefit of holders of SACO I Trust 2005-WM2, Mortgage Pass-Through Certificates, Series 2005-WM2”. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Class A, Class M and Class B Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(3) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, C Certificateholder to distribute any amounts then on deposit into in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in respect of the amounts and Basis Risk Shortfall Carry Forward Amounts for each such Class in the priorities set forth in clauses (C) and (D) of Section 4.01(a5.04(a)(3). If no Any amount paid to the Holders of Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE Certificates. Upon the termination of the Trust FundA, or the payment in full of the Class A Certificates M and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designeesas applicable. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A A, Class M and Class B Certificates or the Mezzanine Certificates in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forward Amounts pursuant to the second preceding sentence shall not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1)) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholder shall be the beneficial owner of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, to deposit into transfer amounts under Section 5.04. Amounts in the Reserve Fund shall, at the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the written direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date next succeeding Distribution Date. In the absence of written instructions, amounts on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority deposit in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentsremain uninvested. All net income and gain earned upon from such investment investments shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of distributed to the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund C Certificateholders, not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholder out of zeroits own funds immediately as realized.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Saco I Trust, 2005-Wm2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." On “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the Closing Dateregistered holders of Deutsche Alt-A Securities Mortgage Loan Trust, the Depositor will depositSeries 2007-3, or cause to be deposited, into the Reserve Fund $[_________]Mortgage Pass-Through Certificates”.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Senior Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(f), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Senior Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Senior Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by the Master REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Senior Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Senior Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-3)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Wxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2007-SL1, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(8)(vi), rather than distributing such amounts to the Class CE CertificateholdersCE-1 Certificateholders pursuant to Section 5.01(c)(8)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE CE-1 Certificateholders, from amounts otherwise distributable to the Class CE CE-1 Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed CE-1 Certificates unless and until the date when either (a) there is more than one Class CE-1 Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE-1 Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE CE-1 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE CE-1 Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CE-1 Certificateholders. By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE CE-1 Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE-1 Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund and the Supplemental Interest Trust in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$829,686.14.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-Sl1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP2, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(7)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Excess Reserve Fund be treated as a partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$1,000 with respect to such Certificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap2)
Reserve Fund. (a) No later than the Closing Date, the The Trustee shall establish and maintain a separateReserve Fund on behalf of the Class M-1, segregated Class M-2 and Class B Certificateholders. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be in the name of the Trustee for the benefit of the Class M-1, Class M-2 and Class B Certificateholders and designated "Wells Fargo Bank, Natxxxxx Association, in trust account titledfor the registered holders of Bear Stearns Asset Backed Xxxxxxxies, Inc., Asset-Backed Certificates, Series 2001-AC1, Class M-1, Class M-2 and Class B"[_____________]." On . The Holder of the Closing Date, Class R-III Certificates shall remit to the Depositor will deposit, or cause Trustee on the date of this Amendment an amount equal to be deposited, into $1,000,000.00 for deposit in the Reserve Fund $[_________].
(b) Fund. On each Distribution Date as to which there is a Basis Risk Shortfall amount an Applied Realized Loss Amount with respect to any Class M-1, Class M-2 or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesB Certificate, the Trustee has been directed by the Class CE Certificateholders R-III Certificateholder to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts remit to the Class CE Certificateholders. On each such Distribution Dateor Classes of Certificates as to which the Applied Realized Loss Amount was allocated, in accordance with Section 5.04(a), any Unpaid Realized Loss Amounts remaining unreimbursed after making the Trustee shall hold all such amounts for the benefit required distributions pursuant to clauses THIRD, FOURTH AND FIFTH of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a5.04(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(cb) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be part an asset of the Trust Fund but not part an asset of any REMIC and any payments REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class R-III Certificateholder shall be the beneficial owner of the Reserve Fund, subject to the Holders power of the Trustee to remit such funds held therein to the holders of the Class A M-1, Class M-2 and Class B Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" as described in a REMIC within the meaning of Code Section 860(G)(a)(1).
clause (da) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into above. Amounts in the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificateshall, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At at the direction of the Holders of a majority Class R-III Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investmentnext succeeding Distribution Date. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the TrusteeTrustee from the Class R-III Certificateholder, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate affiliate of the kind described in clause (vix) of the definition of Permitted Investments. All net income and gain earned upon from such investment investments shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of distributed to the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund R-III Certificateholder, not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class R-III Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class R-III Certificateholder out of zeroits own funds immediately as realized."
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]“Reserve Fund, JPMorgan Chase Bank, in trust for the registered holders of GSAMP Trust 2004-SEA1, Mortgage Pass-Through Certificates, Series 2004-SEA1." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee Securities Administrator has been directed by the Class CE Certificateholders X Certificateholders, pursuant to Section 7.10(d) hereof, to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii7.06(b)(iv)(G), rather than distributing such amounts to the Class CE X Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, Class M Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates, Class M Certificates and the Mezzanine Class B Certificates in the amounts and priorities set forth in Section 4.01(a7.06(b)(iv)(G). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Carry Forward Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit into the Reserve Fund on behalf of the Class CE X Certificateholders, from amounts otherwise distributable to the Class CE X Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE X Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE X Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates Certificates, Class M and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE X Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, Class M Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Carry Forward Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE X Certificate, each Class CE X Certificateholder hereby agrees to direct the TrusteeSecurities Administrator, and the Trustee Securities Administrator hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount Carry Forward Amount rather than distributing such amounts to the Class CE X Certificateholders. By accepting a Class CE X Certificate, each Class CE X Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Majority Class CE CertificatesX Certificateholder, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Eligible Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Majority Class CE Certificates X Certificateholder with respect to the Reserve Fund is received by the TrusteeSecurities Administrator, the Trustee Securities Administrator shall invest the funds in such account in Permitted Eligible Investments managed by the Trustee Securities Administrator or an Affiliate of the kind described in clause (vif) of the definition of Permitted Eligible Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. The amount of any loss shall be paid by the Majority Class X Certificateholder.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Class M Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amount shall be assigned deemed to have a value of zeronominal value.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (Gs Mortgage Securities Corp Gsamp Trust 2004-Sea1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Xxxxx Fargo Bank Minnesota, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2003-HE1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Cap Contracts and deposited into Reserve Fund for the benefit of the Offered Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders toSecurities Administrator shall deposit, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(xxi), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp Hm Equity Ln Trust Ser 2003-He1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-HE2, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates, Mezzanine Certificates and the Class B Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates, the Mezzanine Certificates and the Class B Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) and any amounts paid to the Reserve Fund from the Cap Contracts shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$95,000 with respect to Certificates covered by the Group I Cap Contract and $72,000 with respect to Certificates covered by the Group II Cap Contract.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Loan Trust Series 2005-He2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-OA1, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(f), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Oa1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain with itself a separate, segregated trust account titled, "[_____________]." On the Closing Date“Reserve Fund, the Depositor will depositXxxxx Fargo Bank, or cause to N.A., as Securities Administrator, in trust for registered holders of SG Mortgage Securities Trust 2006-OPT2, Asset-Backed Certificates, Series 2006-OPT2” which shall be deposited, into the Reserve Fund $[_________]an Eligible Account.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or and/or the Mezzanine Certificates, the Trustee Securities Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(h)(vi), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a5.01(h). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust FundTrust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC created hereunder and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the TrusteeSecurities Administrator, and the Trustee Securities Administrator hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the TrusteeSecurities Administrator, the Trustee Securities Administrator shall invest the funds in the Xxxxx Fargo Advantage Prime Investment Money Market Fund so long as such account in fund is a Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve FundInvestment.
(f) For federal tax return and information reporting, the value of the right of the Holders of the Class A Certificateholders and the Mezzanine Certificateholders Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$10,000.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (SG Mortgage Securities Trust 2006-Opt2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of PHH Alternative Mortgage Trust, Series 2007-3, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Senior Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(d), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Senior Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Senior Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Senior Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Senior Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (PHH Alternative Mortgage Trust, Series 2007-3)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL3, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in clause sixth of Section 4.01(a)(4)(xii5.01(a)(6), rather than distributing such amounts to the Class CE CE-1 Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B-1 Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B-1 Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE CE-1 Certificateholders, from amounts otherwise distributable to the Class CE CE-1 Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed CE-1 Certificates unless and until the date when either (a) there is more than one Class CE-1 Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE-1 Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE CE-1 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B-1 Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE CE-1 Certificateholders or their designees. The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h). The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B-1 Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CE-1 Certificateholders. By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE CE-1 Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE-1 Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B-1 Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$1,000 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sl3)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated trust account titled, "[_____________]“Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2005‑3, Asset‑Backed Certificates, Series 2005‑3." ” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On the Closing Date, the Depositor will shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(bii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(d)(i)(y), rather than distributing such amounts to the Class CE Certificateholders. ; and
(iii) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(cb) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III 4 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class CE C Certificates. Upon the termination of the Trust FundFor federal and state income tax purposes, or the payment payments in full respect of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(dc) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.26(a)(ii) and (a)(iii) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(ed) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(fe) For federal tax return and information reporting, the right of the Certificateholders to receive payment on account of the Class A Certificateholders Certificates and the Mezzanine Certificateholders to receive payments Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Reserve Fund. (a) No later than the Closing Date, the Trustee The Securities Administrator shall establish a Reserve Fund on behalf of the Holders of the Class A, Class B, Class M and maintain a separateClass C Certificates. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, segregated trust account titledXxxxx Fargo Bank, "[_____________]." N.A. as Securities Administrator for the benefit of Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC1, Class A-1, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3, Class B-4 and Class C”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Certificates, the Trustee Securities Administrator shall deposit the amounts pursuant to clauses (D) and (E) of Section 6.04(a)(3) into the Reserve Fund, and the Securities Administrator has been directed by the Class CE Certificateholders to, and therefore will, C Certificateholder to distribute any amounts then on deposit into in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in respect of the amounts and Basis Risk Shortfall Carry Forward Amount for each such Class in the priorities set forth in clauses (D) and (E) of Section 4.01(a6.04(a)(3). If no Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE A, Class M or Class B Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A Certificates A, Class M or the Mezzanine Certificates Class B in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a "regular interest" Regular Interest in a REMIC within the meaning of Code Section 860(G)(a)(1)860G(a)(1) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholders shall be the beneficial owners of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, Securities Administrator to deposit into transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall be held either uninvested in a trust or deposit account of the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount Securities Administrator with no liability for interest or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificateother compensation thereof or, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At at the direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn next succeeding Distribution Date. All net income and gain from such account pursuant investments shall be distributed to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with C Certificateholder, not as a distribution in respect to of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund is received by shall be taxable to the Trustee, the Trustee shall invest the funds in Class C Certificateholder. Any losses on such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment investments shall be deposited into in the Reserve FundFund by the Class C Certificateholder out of its own funds immediately as realized. In the event that the Class C Certificateholder shall fail to provide investment instructions to the Securities Administrator, the amounts on deposit in the Reserve Fund shall be held uninvested.
(fc) For federal tax return and information reporting, the right of the Holders of the Class A Certificateholders A, Class M and the Mezzanine Certificateholders Class B Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amounts shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac1)
Reserve Fund. (a) No later than the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account titled, "[_____________]Reserve Fund, JPMorgan Chase Bank, in trust for the registered holders of GSRPM Mortgage Loan Trust 2003-1, Mortgage Pass-Through Certificates, Series 2003-1." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Majority Class CE Certificateholders X Certificateholder, pursuant to SECTION 7.10(d) hereof, to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii7.06(b)(v)(F), rather than distributing such amounts to the Class CE X Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, Class M-1 Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates, Class M-1 Certificates and the Mezzanine Class B Certificates in the amounts and priorities set forth in Section 4.01(a7.06(v). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Carry Forward Amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE X Certificateholders, from amounts otherwise distributable to the Class CE X Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE X Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE X Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates Certificates, Class M-1 and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE X Certificateholders or their designees, on a PRO RATA basis. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, Class M-1 Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Carry Forward Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE X Certificate, each Class CE X Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount Carry Forward Amount rather than distributing such amounts to the Class CE X Certificateholders. By accepting a Class CE X Certificate, each Class CE X Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Majority Class CE CertificatesX Certificateholder, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Eligible Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Majority Class CE Certificates X Certificateholder with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Eligible Investments managed by the Trustee or an Affiliate of the kind described in clause (vif) of the definition of Permitted Eligible Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. The amount of any loss shall be paid by the Majority Class X Certificateholder.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders Certificateholders, the Class M-1 and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Trust and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Cert Ser 2003-1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2004-SD1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Cap Contract and deposited into Reserve Fund for the benefit of the Class A-1, the Mezzanine, the Class CE and the Class P Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in clause SIXTH of Section 4.01(a)(4)(xii5.01(a)(5), rather than distributing such amounts to the Class CE Certificateholders, and in clause SEVENTH of Section 5.01(a)(5). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A A-1 Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A A-1 Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in clause SIXTH of Section 4.01(a5.01(a)(5); provided, however, that the portion of the Servicing Fee payable to the Holder of the Class CE Certificate (as described in the definition of Servicing Fee Rate in Section 1.01) shall not be available to pay Net WAC Rate Carryover Amounts. If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) and any amounts paid to the Reserve Fund shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE CertificatesCertificates (other than any amount paid to the Reserve Fund by the Cap Contract). Upon the termination of the Trust Fund, or the payment in full of the Class A A-1 Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A A-1 Certificates or and the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A A-1 Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$415,050 with respect to Certificates covered by the Cap Contract.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Series 2004-Sd1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AB4, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Senior Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(a)(iii)(G), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Senior Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Senior Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Senior Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Senior Certificates or and the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab4)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated trust account titled, "[_____________]“Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2004‑1, Asset‑Backed Certificates, Series 2004‑1." ” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On each Distribution Date, the Trustee shall deposit all amounts received with respect to the Cap Agreements;
(ii) On the Closing Date, the Depositor will shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(biii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(d)(i)(x), rather than distributing such amounts to the Class CE Certificateholders. ; and
(iv) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(b) The Reserve Fund shall be segregated into two separate portions, for which the Trustee shall keep separate accounts. “Portion 1” of the Reserve Fund will consist of amounts deposited pursuant to Section 3.26(a)(i), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund. “Portion 2” of the Reserve Fund will consist of amounts deposited pursuant to Sections 3.26(a)(ii), (a)(iii), and (a)(iv), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund. Amounts distributed from the Reserve Fund under Sections 4.01(d)(ii) and 3.26(c) shall be deemed to be distributed first from Portion 1 of the Reserve Fund to the extent thereof and then from Portion 2.
(c) Each Portion of the Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and will not be part of any REMIC created hereunder. For federal and state income tax purposes, the Trustee shall be deemed to be the owner of Portion 1 of the Reserve Fund and no amount will be transferred by any REMIC to Portion 1 of the Reserve Fund. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of Portion 2 of the Reserve Fund and all amounts deposited into such Portion 2 of the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III 2 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class CE C Certificates. Upon the termination of the Trust FundFor federal and state income tax purposes, or the payment payments in full respect of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(d) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.26(a)(iii) and (a)(iv) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining Portion 2 of the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to Portion 2 of the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account Portion in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in Portion 2 of the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into Portion 2 of the Reserve Fund. The Trustee shall hold the funds in Portion 1 of the Reserve Fund uninvested in an Eligible Account.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments payment on account of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Sec Corp Asset Backed Certs Ser 2004-1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Wxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2000-XX0, Xxxxx Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(c)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$4,205,648.50 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp. Home Equity Loan Trust, Series 2006-Nc1)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separateReserve Fund on behalf of the Holders of the Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, segregated trust account titledLaSalle Bank National Association as Trustee for the benefit of holders of Bear Stearns Asset Backex Xxxxxities I LLC, Asset-Backed Certificates, Series 2004- FR1"[_____________]." On . The Trustee shall demand payment of all money payable by Bear Stearns Financial Pxxxxxxx Inc. (the Closing Date, "Counterparty") under the Depositor will deposit, or cause to be deposited, into Yield Maintenance Agreements. The Trustee shall deposit in the Reserve Fund $[_________].
all payments received from the Counterparty pursuant to the Yield Maintenance Agreements. On each Distribution Date the Trustee shall remit amounts received from the Counterparty to the Holders of the Class A Certificates, Class M Certificates and Class CE Certificates in the manner provided in clause (b) On below. of Section 5.04(a) hereof. In addition, on each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(5) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts Certificateholder to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Offered Certificates in the amounts and priorities set forth in clauses (C) and (D) of Section 4.01(a5.04(a)(5). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of Offered Certificates pursuant to the Class A Certificates or the Mezzanine Certificates preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forward Amount shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(db) By accepting a Amounts received from the Counterparty under the Yield Maintenance Agreement shall be distributed in the following manner and order of priority:
(i) FIRST, (A) from amounts received under the Yield Maintenance Agreement related to the Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directedI-A Certificates, to deposit into the Reserve Fund Class I-A Certificates, pro rata based on the amounts described above on each Distribution Date as to which there is any amount of Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for the related Distribution Date, (B) from amounts received under the Yield Maintenance Agreement related to the Class II-A Certificates, to the Class II-A Certificates, the amount or Unpaid of Basis Risk Shortfall Carry Forward Amount for such Class of Certificates for the related Distribution Date and (C) from amounts received under the Yield Maintenance Agreement related to the Class M Certificates, sequentially to the Class M-1, Class M-2, Claxx M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8A and Class M-8B Certificates, in that order, the amount rather than distributing of Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for the related Distribution Date;
(ii) SECOND, from any remaining amounts received under the non-related Yield Maintenance Agreement, to the Class A Certificates and Class M Certificates, as applicable, pro rata, based on the aggregate amount of Basis Risk Shortfall Carry Forward Amounts for the Class A Certificates and Class M Certificates, as applicable, for such Distribution Date to the extent not covered in clause (i) above, which amounts so allocated shall be paid in the case of the Class A-I Certificates and the Class M Certificates in the order of priority in clause (i) first (A) and (C) above; and
(iii) THIRD, any remaining amounts received under the Yield Maintenance Agreements, to the Class CE CertificateholdersCertificates.
(c) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. By accepting a Class CE Certificate, each The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE Certificateholder further agrees that such direction is given for good and valuable considerationshall be the beneficial owner of the Reserve Fund, subject to the receipt and sufficiency power of which is acknowledged by such acceptance.
(e) At the Trustee to transfer amounts under Section 5.04. Amounts in the Reserve Fund shall, at the direction of the Holders of a majority in Percentage Interest in the Class CE CertificatesCertificateholder, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds be invested in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn next succeeding Distribution Date. All net income and gain from such account pursuant investments shall be distributed to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with Certificateholder, not as a distribution in respect to of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund is received by shall be taxable to the Trustee, the Trustee shall invest the funds in Class CE Certificateholder. Any losses on such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment investments shall be deposited into in the Reserve FundFund by the Class CE Certificateholder out of its own funds immediately as realized.
(fd) For federal tax return and information reporting, the right of the Class A Certificateholders and holders of the Mezzanine Certificateholders Offered Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-Fr1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE3, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h). The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$90,000.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He3)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separateReserve Fund on behalf of the Holders of the Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, segregated trust account titledLaSalle Bank National Association as Trustee for the benefit of holders of Bear Stearns Asset Backex Xxxxxities I LLC, Asset-Backed Certificates, Series 2004-HE7"[_____________]." On . The Trustee shall demand payment of all money payable by Wells Fargo Bank, N.X. (the Closing Date, "Counterparty") under the Depositor will deposit, or cause to be deposited, into Yield Maintenance Agreements. The Trustee shall deposit in the Reserve Fund $[_________].
all payments received from the Counterparty pursuant to the Yield Maintenance Agreements. On each Distribution Date the Trustee shall remit amounts received from the Counterparty to the Holders of the Class A, Class M and Class CE Certificates in the manner provided in clause (b) On below. In addition, on each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to any of the Class A Certificates or the Mezzanine and/or Class M Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts Certificateholder to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine and/or Class M Certificates in the amounts and priorities set forth in clauses (C) and (D) of Section 4.01(a5.04(a)(4). If no Any amount paid to the Holders of Class A and/or Class M Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, Carry Forward Amount shall be treated as distributed to the Trustee shall deposit into the Reserve Fund on behalf Class CE Certificateholder in respect of the Class CE Certificateholders, from amounts otherwise distributable to Certificates and paid by the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III Certificateholder to the Holders of the Class CE A and/or Class M Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A and/or Class M Certificates or the Mezzanine Certificates in respect of Basis Risk Shortfall amounts Carry Forward Amount, whether pursuant to the second preceding sentence or Unpaid Basis Risk Shortfall amounts will pursuant to subsection (b) below, shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(db) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct Amounts received from the Trustee, and Counterparty under the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above Yield Maintenance Agreements shall be distributed on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such in the following manner and order of priority:
(i) FIRST, (A) from amounts received under the Yield Maintenance Agreement related to the Class CE Certificateholders. By accepting a Class CE CertificateI-A Certificates, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in to the Class CE I-A Certificates, pro rata based on the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect amount of any Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for such Distribution Date and (B) from amounts received under the Yield Maintenance Agreement related to the Class M Certificates, sequentially to the Class M-1, Xxxxx X-0, Xxxxx X-0, Xxxxx M-4, Class M-5, Class M-6, Class M-7A and Class M-7B Certificates, in that order, the amount of Unpaid any Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for such Distribution Date;
(ii) SECOND, from any remaining amounts received under the non-related Yield Maintenance Agreement, to the Class A Certificates and Class M Certificates, as applicable, pro rata, based on the aggregate amount of Basis Risk Shortfall Carry Forward Amounts for the Class A Certificates and Class M Certificates, as applicable, for such Distribution Date to the extent not covered in clause (i) above, which amounts so allocated shall be assigned a value paid in the case of zerothe Class I-A Certificates and the Class M Certificates in the order of priority in clause (i) first (A) and (B) above; and
(iii) THIRD, any remaining amounts received under the Yield Maintenance Agreements, to the Class CE Certificates.
(c) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE Certificateholder shall be the beneficial owner of the Reserve Fund, subject to the power of the Trustee to transfer amounts under Section 5.04.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-He7)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR5, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Group I Senior Certificates or the Group I Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(f), rather than distributing such amounts to the Class I- CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Group I Senior Certificates and the Group I Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Group I Senior Certificates and the Group I Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class I-CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class I-CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine CertificatesCase f1u:l1l 4o-fcvth-0e8G17ro5u-pLGI SS-eSnNior DCoecrtuifmiceatnets1a-n1d FthileedG1ro0u/p10I/1M4 ezPzaangiene86Ceorfti3fi5c9ates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class I-CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Group I Senior Certificates or the Group I Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class I-CE Certificate, each Class I-CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class I-CE Certificateholders. By accepting a Class I-CE Certificate, each Class I-CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class I-CE CertificatesCertifictaes, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class I-CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]Reserve Fund, Xxxxx Fargo Bank Minnesota, National Association, in trust for the registered holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2003-4XS, Mortgage Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(G), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates Certificates, other than the Class A-IO Certificates, and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates Certificates, other than the Class A-IO Certificates, and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iii). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, based on the instructions received by it from the Securities Administrator, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee The Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Class M Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt a Securities Inc Mort Loan Trust Ser 2003-4xs)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, "[_____________]“Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2006‑A, Asset‑Backed Certificates, Series 2006‑A.” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests."
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On the Closing Date, the Depositor will shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(bii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(d)(i)(u), rather than distributing such amounts to the Class CE Certificateholders. ; and
(iii) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(cb) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III 2 to the Holders of the Class CE C Certificates. Upon the termination of the Trust FundFor federal and state income tax purposes, or the payment payments in full respect of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(dc) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.26(a)(ii) and (a)(iii) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(ed) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(fe) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments payment on account of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-A)
Reserve Fund. (a) No later than the Closing Date, the The Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class B and maintain a separateClass M Certificates. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, segregated trust account titledXxxxx Fargo Bank, "[_____________]." N.A. as Trustee for the benefit of Holders of Bear Xxxxxxx Mortgage Funding Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1, Class A-1, Class X-0, Xxxxx X-0, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3, Class B-4 and Class C”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Certificates, the Trustee shall deposit the amounts pursuant to clauses (C) and (D) of Section 6.04(a)(3) into the Reserve Fund, and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, C Certificateholder to distribute any amounts then on deposit into in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in respect of the amounts and Basis Risk Shortfall Carry Forward Amount for each such Class in the priorities set forth in clauses (C) and (D) of Section 4.01(a6.04(a)(3). If no Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (C) and (D) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE A, Class M or Class B Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A Certificates A, Class M or the Mezzanine Certificates Class B in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a "regular interest" Regular Interest in a REMIC within the meaning of Code Section 860(G)(a)(1)860G(a)(1) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholders shall be the beneficial owners of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, to deposit into transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall be held either uninvested in a trust or deposit account of the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount Trustee with no liability for interest or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificateother compensation thereof or, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At at the direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn next succeeding Distribution Date. All net income and gain from such account pursuant investments shall be distributed to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with C Certificateholder, not as a distribution in respect to of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund is received shall be taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholder out of its own funds immediately as realized. In the event that the Class C Certificateholder shall fail to provide investment instructions to the Trustee, the Trustee shall invest amounts on deposit in the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment Reserve Fund shall be deposited into the Reserve Fundheld uninvested.
(fc) For federal tax return and information reporting, the right of the Holders of the Class A Certificateholders A, Class M and the Mezzanine Certificateholders Class B Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amounts shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ac1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AF1, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(F), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in the last paragraph of Section 4.01(a4.1(a)(iii). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee The Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of Unpaid Basis Risk Shortfall amount $1,000. For federal tax return and information reporting, the right of the Class A Certificateholders and the Class M Certificateholders to receive payments from the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Inc)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledrelated to the Group I Certificates titled “Group I Reserve Fund, "[_____________]." Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Group I Reserve Fund an amount equal to $[_________]1,000. No later than the Closing Date, the Securities Administrator shall establish and maintain a separate, segregated trust account related to the Group II Certificates titled “Group II Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit or cause to be deposited into the Group II Reserve Fund an amount equal to $1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount related Net WAC Rate Carryover Amount payable to the Class A Certificates Group I Senior or the Mezzanine Subordinate Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Group I Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(g), rather than distributing such amounts to the Class I-CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates Group I Senior and the Mezzanine Subordinate Certificates, and will distribute such amounts to the Holders of the Class A Certificates Group I Senior and the Mezzanine Subordinate Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall On each Distribution Date as to which there is a related Net WAC Rate Carryover Amount payable to the Group II Senior or Subordinate Certificates, the Securities Administrator will deposit into the Group II Reserve Fund the amounts or Unpaid Basis Risk Shortfall described in Section 5.1(a)(iii)(g), rather than distributing such amounts are payable on a to the Class II-CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall deposit into hold all such amounts for the Reserve Fund on behalf benefit of the Class CE CertificateholdersHolders of the Group II Senior and Subordinate Certificates, from and will distribute such amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit Holders of the Group II Senior and Subordinate Certificates in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]amounts and priorities set forth in Section 5.1(a)(iv).
(c) For federal and state income tax purposes, the Class I-CE Certificateholders will be deemed to be the owners of the Group I Reserve Fund and all amounts deposited into the Group I Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III V to the Holders of the Class I-CE Certificates. For federal and state income tax purposes, the Class II-CE Certificateholders will be deemed to be the owners of the Group II Reserve Fund and all amounts deposited into the Group II Reserve Fund shall be treated as amounts distributed by REMIC XI to the Holders of the Class II-CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates related Senior and the Mezzanine Subordinate Certificates, all amounts remaining on deposit in the related Reserve Fund will be released by the Trust Fund and distributed to the Holders of the related Class CE Certificateholders Certificates or their designees. The Reserve Fund Funds will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A related Senior Certificates or the Mezzanine Subordinate Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts related Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder such Holder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the related Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the related Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the related Class CE Certificates, the Trustee shall direct any depository institution maintaining the related Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the related Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the related Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(c)(7)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$5,000 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Xxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Cap Contract relating to the Group I Mortgage Loans and deposited into Reserve Fund for the benefit of the Class A-1 Certificates, Class A-3 Certificates, Mezzanine Certificates and the Class B Certificates and under the Cap Contract relating to the Group II Mortgage Loans and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates, the Mezzanine Certificates and the Class B Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(xxiv), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(7)(xxv). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp Home Equity Loan Trust Series 2004 He1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank Minnesota, Naxxxxxl Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2003-OP1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Cap Contract relating to Group I and deposited into Reserve Fund for the benefit of the Class A-1 Certificates, Class A-3 Certificates, Mezzanine Certificates and Class B Certificates and under the Cap Contract relating to Group II and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates, Mezzanine Certificates and Class B Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(xxv), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Sec Corp Hom Eq Ln Tr Ser 2003-Op1)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separateReserve Fund on behalf of the Holders of the Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, segregated trust account titledXxxxx Fargo Bank, National Association as Trustee for the benefit of holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2004-BO1"[_____________]." On . The Trustee shall demand payment of all money payable by the Closing Date, Counterparty under the Depositor will deposit, or cause to be deposited, into Yield Maintenance Agreements. The Trustee shall deposit in the Reserve Fund $[_________].
all payments received by it from the Counterparty pursuant to the Yield Maintenance Agreements. On each Distribution Date the Trustee shall remit amounts received from the Counterparty, if any, to the Holders of the Class A, Class M and Class CE Certificates in the manner provided in clause (b) On below. In addition, on each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to any of the Class A Certificates or the Mezzanine and/or Class M Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts Certificateholder to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine and/or Class M Certificates in the amounts and priorities set forth in clauses (C) and (D) of Section 4.01(a5.04(a)(4). If no Any amount paid to the Holders of Class A and/or Class M Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, Carry Forward Amount shall be treated as distributed to the Trustee shall deposit into the Reserve Fund on behalf Class CE Certificateholder in respect of the Class CE Certificateholders, from amounts otherwise distributable to Certificates and paid by the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III Certificateholder to the Holders of the Class CE A and/or Class M Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A and/or Class M Certificates or the Mezzanine Certificates in respect of Basis Risk Shortfall amounts Carry Forward Amount, whether pursuant to the second preceding sentence or Unpaid Basis Risk Shortfall amounts will pursuant to subsection (b) below, shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(db) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and Amounts received by the Trustee hereby is directed, to deposit into from the Reserve Fund Counterparty under the amounts described above Yield Maintenance Agreements shall be distributed on each Distribution Date as in the following manner and order of priority:
(i) first, (A) from amounts received under the Yield Maintenance Agreement related to which there is the Class I-A Certificates, to the Class I-A Certificates, pro rata based on the amount of any Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for such Distribution Date, (B) from amounts received under the Yield Maintenance Agreement related to the Class II-A-1 Certificates, to the Class II-A-1 Certificates, the amount or Unpaid of any Basis Risk Shortfall Carry Forward Amount for such Class for such Distribution Date, (C) from amounts received under the Yield Maintenance Agreement related to the Class II-A-2 Certificates, to the Class II-A-2 Certificates, the amount rather than distributing of any Basis Risk Shortfall Carry Forward Amount for such Class for such Distribution Date and (D) from amounts received under the Yield Maintenance Agreement related to the Class M Certificates, sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9A and Class M-9B Certificates, in that order, the amount of any Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for such Distribution Date;
(ii) second, from any remaining amounts received under the non-related Yield Maintenance Agreements, to the Class I-A, Class II-A-1 and Class II-A-2 Certificates, as applicable, pro rata, based on the Basis Risk Shortfall Carry Forward Amounts for the Class I-A, Class II-A-1 and Class II-A-2 Certificates, as applicable, for such Distribution Date, the aggregate amount of any Basis Risk Shortfall Carry Forward Amount for such Classes to the extent not covered in clause (i) above;
(iii) third, from any remaining amounts received under the non-related Yield Maintenance Agreement(s), to the Class M Certificates, the aggregate amount of any Basis Risk Shortfall Carry Forward Amount for such Classes to the extent not covered in clause (i) above, which amounts so allocated shall be paid in the order of priority in clause (i)(D) above; and
(iv) fourth, any remaining amounts received under the Yield Maintenance Agreements, to the Class CE CertificateholdersCertificates.
(c) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. By accepting a Class CE Certificate, each The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE Certificateholder further agrees that such direction is given for good and valuable considerationshall be the beneficial owner of the Reserve Fund, subject to the receipt and sufficiency power of which is acknowledged by such acceptance.
(e) At the Trustee to transfer amounts under Section 5.04. Amounts in the Reserve Fund shall, at the written direction of the Holders of a majority in Percentage Interest in the Class CE CertificatesCertificateholder, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds be invested in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which next succeeding Distribution Date (or the Distribution Date, if such funds are required to investment is an obligation of or is managed or advised by the Trustee). In the absence of written direction, amounts in the Reserve Fund shall not be withdrawn invested. All net income and gain from such account pursuant investments shall be distributed to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the TrusteeCertificateholder, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class CE Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class CE Certificateholder out of zeroits own funds immediately as realized.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-Bo1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank, N.A., in xxxxt for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-RM1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into Reserve Fund for the benefit of the Class A-1 Certificates, Mezzanine Certificates and the Class B Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates, the Mezzanine Certificates and the Class B Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) and any amounts paid to the Reserve Fund from the Cap Contracts shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$80,000 with respect to Certificates covered by the Group I Cap Contract and $32,000 with respect to Certificates covered by the Group II Cap Contract.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Series Home Equity Trust 2005-Rm1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank, N.A., in trust for the registered holders of ACE Secxxxxxes Corp. Home Equity Loan Trust, Series 2004-OP1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Cap Contract relating to the Group I Mortgage Loans and deposited into Reserve Fund for the benefit of the Class A-1 Certificates, Mezzanine Certificates and the Class B Certificates and under the Cap Contract relating to the Group II Mortgage Loans and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates, the Mezzanine Certificates and the Class B Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(xxiv), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(7)(xxv). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp Home Equity Loan Trust Series 2004-Op1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated trust account titled, "[_____________]Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2005‑2, Asset‑Backed Certificates, Series 2005‑2." The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On each Distribution Date, the Trustee shall deposit all amounts received with respect to the Cap Agreements;
(ii) On the Closing Date, the Depositor will shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(biii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(d)(i)(y), rather than distributing such amounts to the Class CE Certificateholders. ; and
(iv) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(b) The Reserve Fund shall be segregated into two separate portions, for which the Trustee shall keep separate accounts. "Portion 1" of the Reserve Fund shall consist of amounts deposited pursuant to Section 3.26(a)(i), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund. "Portion 2" of the Reserve Fund shall consist of amounts deposited pursuant to Sections 3.26(a)(ii), (a)(iii), and (a)(iv), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund. Amounts distributed from the Reserve Fund under Sections 4.01(d)(ii) and 3.26(c) shall be deemed to be distributed first from Portion 1 of the Reserve Fund to the extent thereof and then from Portion 2.
(c) Each Portion of the Reserve Fund shall be treated as an "outside reserve fund" under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Trustee shall be deemed to be the owner of Portion 1 of the Reserve Fund and no amount shall be transferred by any REMIC to Portion 1 of the Reserve Fund. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of Portion 2 of the Reserve Fund and all amounts deposited into Portion 2 of the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III 2 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class CE C Certificates. Upon the termination of the Trust FundFor federal and state income tax purposes, or the payment payments in full respect of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(d) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.26(a)(iii) and (a)(iv) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining Portion 2 of the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to Portion 2 of the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account Portion 2 of the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in Portion 2 of the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into Portion 2 of the Reserve Fund. The Trustee shall hold the funds in Portion 1 of the Reserve Fund uninvested in an Eligible Account.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments payment on account of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account titled, "[_____________]." Reserve Fund on behalf of the Holders of the Certificates. On the Closing Date, the Depositor will deposit, or shall cause an amount equal to be deposited, into the Reserve Fund $[_________].
(b) Deposit to be deposited in the Reserve Fund. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, LaSalle Bank National Association, as Trustee for the benefit of holders of SACO I Trust, 2005-WM1, Mortgage Pass-Through Certificates, Series 2005-WM1”. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Class A, Class M and Class B Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (C) of Section 5.04(a)(3) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into C Certificateholder to distribute amounts in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in the amounts and priorities set forth in clause (C) of Section 4.01(a5.04(a)(3). If no Any amount paid to the Holders of Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE Certificates. Upon the termination of the Trust FundA, or the payment in full of the Class A Certificates M and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designeesas applicable. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A A, Class M and Class B Certificates or the Mezzanine Certificates in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forward Amounts pursuant to the second preceding sentence shall not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1)) of the Code.
(db) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the The Reserve Fund is received by an “outside reserve fund” within the Trustee, the Trustee meaning of Treasury Regulation Section 1.860G-2(h) and shall invest the funds in such account in Permitted Investments managed by the Trustee or be an Affiliate asset of the kind described in clause (vi) Trust Fund but not an asset of any REMIC. The Trustee on behalf of the definition of Permitted Investments. All income and gain earned upon such investment Trust shall be deposited into the nominal owner of the Reserve Fund.
(f) For federal tax return and information reporting, . The Class C Certificateholder shall be the right beneficial owner of the Class A Certificateholders and Reserve Fund, subject to the Mezzanine Certificateholders power of the Trustee to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.transfer amounts under Section
Appears in 1 contract
Samples: Pooling and Servicing Agreement
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledrelated to the Group I Certificates titled “Group I Reserve Fund, "[_____________]." Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Group I Reserve Fund an amount equal to $[_________]1,000. No later than the Closing Date, the Securities Administrator shall establish and maintain a separate, segregated trust account related to the Group II Certificates titled “Group II Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-AR3, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit or cause to be deposited into the Group II Reserve Fund an amount equal to $1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount related Net WAC Rate Carryover Amount payable to the Class A Certificates Group I Senior or the Mezzanine Subordinate Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Group I Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(g), rather than distributing such amounts to the Class I-CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates Group I Senior and the Mezzanine Subordinate Certificates, and will distribute such amounts to the Holders of the Class A Certificates Group I Senior and the Mezzanine Subordinate Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall On each Distribution Date as to which there is a related Net WAC Rate Carryover Amount payable to the Group II Senior or Subordinate Certificates, the Securities Administrator will deposit into the Group II Reserve Fund the amounts or Unpaid Basis Risk Shortfall described in Section 5.1(a)(iii)(g), rather than distributing such amounts are payable on a to the Class II-CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall deposit into hold all such amounts for the Reserve Fund on behalf benefit of the Class CE CertificateholdersHolders of the Group II Senior and Subordinate Certificates, from and will distribute such amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit Holders of the Group II Senior and Subordinate Certificates in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]amounts and priorities set forth in Section 5.1(a)(iv).
(c) For federal and state income tax purposes, the Class I-CE Certificateholders will be deemed to be the owners of the Group I Reserve Fund and all amounts deposited into the Group I Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III V to the Holders of the Class I-CE Certificates. For federal and state income tax purposes, the Class II-CE Certificateholders will be deemed to be the owners of the Group II Reserve Fund and all amounts deposited into the Group II Reserve Fund shall be treated as amounts distributed by REMIC V to the Holders of the Class II-CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates related Senior and the Mezzanine Subordinate Certificates, all amounts remaining on deposit in the related Reserve Fund will be released by the Trust Fund and distributed to the Holders of the related Class CE Certificateholders Certificates or their designees. The Reserve Fund Funds will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A related Senior Certificates or the Mezzanine Subordinate Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts related Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder such Holder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the related Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the related Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the related Class CE Certificates, the Trustee shall direct any depository institution maintaining the related Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the related Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the related Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account titled, "[_____________]." Reserve Fund on behalf of the Holders of the Certificates. On the Closing Date, the Depositor will deposit, or shall cause an amount equal to be deposited, into the Reserve Fund $[_________].
(b) Deposit to be deposited in the Reserve Fund. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, LaSalle Bank National Association, as Trustee for the benefit of holders of SACO I Trust, 2005-WM1, Mortgage Pass-Through Certificates, Series 2005-WM1”. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Class A, Class M and Class B Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (C) of Section 5.04(a)(3) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into C Certificateholder to distribute amounts in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in the amounts and priorities set forth in clause (C) of Section 4.01(a5.04(a)(3). If no Any amount paid to the Holders of Class A, Class M and Class B Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE Certificates. Upon the termination of the Trust FundA, or the payment in full of the Class A Certificates M and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designeesas applicable. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A A, Class M and Class B Certificates or the Mezzanine Certificates in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forward Amounts pursuant to the second preceding sentence shall not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1)) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholder shall be the beneficial owner of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, to deposit into transfer amounts under Section 5.04. Amounts in the Reserve Fund shall, at the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the written direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date next succeeding Distribution Date. In the absence of written instructions, amounts on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority deposit in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentsremain uninvested. All net income and gain earned upon from such investment investments shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of distributed to the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund C Certificateholders, not as a distribution in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund shall be assigned a value taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholder out of zeroits own funds immediately as realized.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Saco I Trust, 2005-Wm1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank, N.A., in trusx xxx the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2004-RM2, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Cap Contract and deposited into Reserve Fund for the benefit of the Class A Certificates, Mezzanine Certificates and the Class B Certificates; provided that the amount of any Excess Cap Payments shall be held for the benefit of the Class CE Certificates and payable pursuant to Section 5.01(a)(5)(viii).
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(5)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(5)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contract) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$140,000.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Series 2004-Rm2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Wxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-SL1, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(5)(vi), rather than distributing such amounts to the Class CE CE-1 Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE CE-1 Certificateholders, from amounts otherwise distributable to the Class CE CE-1 Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE CE-1 Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE CE-1 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE CE-1 Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CE-1 Certificateholders. By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE CE-1 Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE-1 Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-Sl1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP5, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group IA Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1A Certificates and the Mezzanine Certificates, under the Group IB Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1B Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(8)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(8)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund and the Supplemental Interest Trust in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$1000.
(g) In the event that a Cap Contract is terminated prior to the Distribution Date in March 2007, the Securities Administrator, at the direction of the Depositor, shall use reasonable efforts to appoint a successor cap counterparty using any cap agreement termination payments paid by the Cap Counterparty. If the Securities Administrator is unable to locate a qualified successor cap counterparty within thirty (30) days of the Early Termination Date (as defined in the Cap Contract), any cap agreement termination payments paid by the Cap Counterparty will be deposited into a separate non-interest bearing Eligible Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the Cap Contract or the appointment of a successor cap counterparty), will withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Securities Administrator by the original Cap Counterparty calculated in accordance with the terms of the original Cap Contract, and distribute such amount to the holders of the Certificates in accordance with Section 5.01.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap5)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." On “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the Closing Dateregistered holders of Deutsche Alt-A Securities Mortgage Loan Trust, the Depositor will depositSeries 2007-2, or cause to be deposited, into the Reserve Fund $[_________]Mortgage Pass-Through Certificates”.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Senior Certificates (other than the Interest Only Certificates) or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(g), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Senior Certificates and (other than the Interest Only Certificates) or the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Senior Certificates and (other than the Interest Only Certificates) or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by the Master REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Senior Certificates (other than the Interest Only Certificates) and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Senior Certificates (other than the Interest Only Certificates) or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount described above rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust Series 2007-2)
Reserve Fund. (a) No later than the Closing Date, the The Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class B, Class M and maintain a separateClass C Certificates. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, segregated trust account titledXxxxx Fargo Bank, "[_____________]." N.A. as Trustee for the benefit of Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC4, Class A-1, Class X-0, Xxxxx X-0, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class B-1, Class B-2 and Class C Certificates”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) into the Reserve Fund, and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, C Certificateholder to distribute any amounts then on deposit into in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in respect of Basis Risk Shortfall Carry Forward Amounts for each such Class in the amounts and priorities set forth in clauses (D) and (E) of Section 4.01(a6.04(a)(3). If no Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE A, Class M or Class B Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A Certificates A, Class M or the Mezzanine Certificates Class B in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a "regular interest" Regular Interest in a REMIC within the meaning of Code Section 860(G)(a)(1)860G(a)(1) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholders shall be the beneficial owners of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, to deposit into transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall be held either uninvested in a trust or deposit account of the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount Trustee with no liability for interest or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificateother compensation thereof or, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At at the direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn next succeeding Distribution Date. All net income and gain from such account pursuant investments shall be distributed to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with C Certificateholders, pro rata among such Certificateholders, not as a distribution in respect to of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund is received shall be taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholders, pro rata out of their own funds immediately as realized. In the event that the Class C Certificateholder shall fail to provide investment instructions to the Trustee, the Trustee shall invest amounts on deposit in the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment Reserve Fund shall be deposited into the Reserve Fundheld uninvested.
(fc) For federal tax return and information reporting, the right of the Holders of the Class A Certificateholders A, Class M and the Mezzanine Certificateholders Class B Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amounts shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac4)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]“Reserve Fund, Wxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-B Securities, Mortgage Loan Trust, Series 2006-AB1, Mortgage Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].”
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates (other than the Class A-X-1, Class A-X-2 and Class A-X Certificates) or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(F), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates Certificates, other than the Class A-X-1, Class A-X-2 and Class A-X Certificates, and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates Certificates, other than the Class A-X-1, Class A-X-2 and Class A-X Certificates, and the Mezzanine Class M Certificates in the amounts and priorities set forth in the last paragraph of Section 4.01(a4.1(a)(iii). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee The Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$1,000. For federal tax return and information reporting, the right of the Class A Certificateholders (other than the A-X-1, Class A-X-2 and Class A-X Certificateholders) and the Class M Certificateholders to receive payments from the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be assigned a value of $1,000.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated trust account titled, "[_____________]“Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2004‑6, Asset‑Backed Certificates, Series 2004‑6." ” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On each Distribution Date, the Trustee shall deposit all amounts received with respect to the Cap Agreement;
(ii) On the Closing Date, the Depositor will shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(biii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates, the Class M Certificates or the Mezzanine Class B Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(d)(i)(u), rather than distributing such amounts to the Class CE Certificateholders. ; and
(iv) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(b) The Reserve Fund shall be segregated into two separate portions, for which the Trustee shall keep separate accounts. “Portion 1” of the Reserve Fund shall consist of amounts deposited pursuant to Section 3.26(a)(i), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund. “Portion 2” of the Reserve Fund shall consist of amounts deposited pursuant to Sections 3.26(a)(ii), (a)(iii), and (a)(iv), above, plus any amounts earned on any such funds while on deposit in the Reserve Fund. Amounts distributed from the Reserve Fund under Sections 4.01(d)(ii) and 3.26(c) shall be deemed to be distributed first from Portion 1 of the Reserve Fund to the extent thereof and then from Portion 2. On each Distribution Date on which there is a payment received by the Trustee under the Cap Agreement that is based on a notional amount in excess of the aggregate Certificate Principal Balance of the Class A Certificates, the Class M Certificates and Class B Certificates (such amount, the "Class C Excess Cap Amount"), the Trustee shall not treat such payments as amounts on deposit in the Reserve Fund for purposes of determining distributions to the Class A Certificates, the Class M Certificates of the Class B Certificates for any Distribution Date. Any such Class C Excess Cap Amount shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a separate trust created by this Agreement for the benefit of the Class C Certificates, and the Trustee shall distribute such amount to the Class C Certificates pursuant to Section 4.01(d)(ii)(c).
(c) Each Portion of the Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into Portion 2 of the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III 2 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class CE C Certificates. Upon the termination of the Trust FundFor federal and state income tax purposes, or the payment payments in full respect of the Class A Certificates, the Class M Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund Class B Certificates of Net WAC Rate Carryover Amounts and distributed payments to the Class CE Certificateholders or their designees. The Reserve Fund will be part C Certificates (except through Portion 2 of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Reserve Fund) will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(d) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.26(a)(iii) and (a)(iv) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments payment on account of the Class A Certificates, the Class M Certificates and the Class B Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zeroapproximately $55,214.88.
Appears in 1 contract
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Wxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and withdrawn from the Supplemental Interest Trust and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates and the Mezzanine Certificates and under the Group II Cap Contract and withdrawn from the Supplemental Interest Trust and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii[5.01(c)(7)(vi)], rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section [5.01(c)(7)(viii)]. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation §1.860G-2(h) and is not an asset of any REMIC. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund and the Supplemental Interest Trust in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$5,000.00.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-Asap2)
Reserve Fund. (a) No later than On the Closing Date, the Securities Administrator on behalf of the Trustee shall establish and maintain in the Trustee’s name, in trust for the benefit of the holders of the Class 1A1, Class 1A2 and Class 1AX Certificates, a separateReserve Fund, segregated trust account titledinto which the Initial Reserve Fund Deposit Amount, "[_____________]." On the Closing Dateon such date, the Depositor will deposit, or cause to shall be deposited, into the . The Reserve Fund $[_________]shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Securities Administrator held pursuant to this Agreement. The Reserve Fund shall not be an asset of any REMIC established hereby.
(b) The Reserve Fund will be comprised of one account: the “Class 1AX Certificate Account.” On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable Date, the interest otherwise distributable to the Class A 1AX Certificates or for such Distribution Date will be deposited instead in the Mezzanine Class 1AX Certificate Account, to the extent of the Required Reserve Fund Deposit for such Class.
(c) On any Distribution Date for which a Net WAC Shortfall exists with respect to the Class 1A2 and Class 1AX Certificates, the Trustee has been directed by shall withdraw, to the extent of available funds therein, from the Class CE Certificateholders to1AX Certificate Account, and therefore will, deposit into the Reserve Fund the amounts described amount of such Net WAC Shortfall for distribution on such Distribution Date pursuant to Section 3.01(d).
(d) Funds in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders1AX Certificate Account shall be invested in Permitted Investments. On each such Distribution Date, Any earnings on amounts in the Trustee Class 1AX Certificate Account shall hold all such amounts be for the benefit of the Holders Class 1AX Certificateholders. The Class 1AX Certificates shall evidence ownership of the Class A Certificates 1AX Certificate Account for federal income tax purposes and the Mezzanine CertificatesHolders thereof shall direct the Securities Administrator, and will distribute in writing, as to investment of amounts on deposit therein. The Class 1AX Certificateholders shall be liable for any losses incurred on such amounts to investments. In the Holders absence of written instructions from the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf 1AX Certificateholders as to investment of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already funds on deposit in the Reserve FundClass 1AX Certificate Account, such funds shall be invested in money market funds as described in paragraph (v) of the aggregate amount on deposit therein is equal to $[_________]definition of “Permitted Investments.
(c) ” For all federal and state income tax purposes, amounts transferred by REMIC III to the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) 1AX Certificate Account shall be treated as amounts distributed by REMIC III to the Holders of Class 1AX Certificateholders as a distribution on the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance1AX Interest.
(e) At If, immediately after any Distribution Date, the direction of the Holders of a majority in Percentage Interest amount on deposit in the Class CE Certificates, the Trustee shall direct any depository institution maintaining 1AX Certificate Account of the Reserve Fund exceeds the initial deposit therein, the Securities Administrator will distribute such excess to invest the funds in Class 1AX Certificateholders that deposited such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest amounts in the Class CE Certificates with respect 1AX Certificate Account pursuant to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve FundSection 3.01(f).
(f) For federal tax return and information reporting, the right Upon termination of the Trust Estate any amounts remaining in the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount 1AX Certificate Account shall be assigned a value of zerodistributed to the applicable Class 1AX Certificateholders.
Appears in 1 contract
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Wxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-OP2, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h). The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund and the Supplemental Interest Trust in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$2,500,000.
(g) In the event that a Cap Contract is terminated prior to the Distribution Date in April 2007 other than in connection with the optional termination of the Trust, the Securities Administrator, at the direction of the Depositor, shall use reasonable efforts to appoint a successor cap counterparty using any cap agreement termination payments paid by the Cap Counterparty. If the Securities Administrator is unable to locate a qualified successor cap counterparty within thirty (30) days of the Early Termination Date (as defined in the Cap Contract), any cap agreement termination payments paid by the Cap Counterparty will be deposited into a separate non-interest bearing Eligible Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the Cap Contract or the appointment of a successor cap counterparty), will withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Securities Administrator by the original Cap Counterparty calculated in accordance with the terms of the original Cap Contract, and distribute such amount to the Holders of the Certificates in accordance with Section 5.01.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Op2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL1, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(5)(vi), rather than distributing such amounts to the Class CE CE-1 Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B-1 Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B-1 Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE CE-1 Certificateholders, from amounts otherwise distributable to the Class CE CE-1 Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE CE-1 Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE CE-1 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B-1 Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE CE-1 Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B-1 Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CE-1 Certificateholders. By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE CE-1 Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE-1 Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B-1 Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$10,000 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sl1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2006-AR4, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(f), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE CertificatesCertifictaes, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar4)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." On “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the Closing Dateregistered holders of Deutsche Alt-A Securities Mortgage Loan Trust, the Depositor will depositSeries 2007-OA4, or cause to be deposited, into the Reserve Fund $[_________]Mortgage Pass-Through Certificates”.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(g), rather than distributing such amounts to the Class CE CE-1 Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE CE-1 Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by the Master REMIC III to the Holders of the Class CE CE-1 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE CE-1 Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CE-1 Certificateholders. By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE CE-1 Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE CE-1 Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa4 /DE)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE5, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(7)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h). The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund and the Supplemental Interest Trust in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zeroapproximately $257,000.
(g) In the event that a Cap Contract is terminated prior to the Distribution Date in December 2007, the Securities Administrator, at the direction of the Depositor, shall use reasonable efforts to appoint a successor cap counterparty to enter into a new interest rate cap contact on terms substantially similar to the Cap Contract, with a successor cap counterparty meeting all applicable eligibility requirements. The Securities Administrator will apply any cap agreement termination payments paid by the Cap Counterparty in connection with such early termination to the upfront payment required to appoint the successor cap counterparty. If the Securities Administrator is unable to locate a qualified successor cap counterparty within thirty (30) days of the Early Termination Date (as defined in the Cap Contract), any cap agreement termination payments paid by the Cap Counterparty will be deposited into a separate non-interest bearing Eligible Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the Cap Contract or the appointment of a successor cap counterparty), will withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Securities Administrator by the original Cap Counterparty calculated in accordance with the terms of the original Cap Contract, and distribute such amount to the holders of the Certificates in accordance with Section 5.01.
(h) In the event that the Cap Counterparty fails to perform any of its obligations under a Cap Contract (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that an Event of Default, Termination Event, or Additional Termination Event (each as defined in the Cap Contract) occurs with respect to the related Cap Contract, the Securities Administrator shall immediately, but no later than the next Business Day following actual notice of such failure or breach, notify the Depositor and send any notices and make any demands, on behalf of the Holders of the Offered Certificates, required to enforce the rights under such Cap Contract.
(i) In the event that the Cap Counterparty’s obligations are guaranteed by a third party under a guaranty relating to a Cap Contract (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Cap Counterparty fails to make any payment by the close of business on the day it is required to make payment under the terms of the Cap Contract, the Securities Administrator shall, as soon as practicable, but no later than two (2) business days after the Swap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Securities Administrator shall in no event be liable for any failure or delay in the performance by the Cap Counterparty or any Guarantor of its obligations hereunder or pursuant to the Cap Contract and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-He5)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separateReserve Fund on behalf of the Holders of the Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, segregated trust account titledLaSalle Bank National Association as Trustee for the benefit of holders of Bear Stearns Asset Backex Xxxxxities I LLC, Asset-Backed Certificates, Series 2004-HE9"[_____________]." On . The Trustee shall demand payment of all money payable by Bear Stearns Financial Pxxxxxxx Inc. (the Closing Date, "Counterparty") under the Depositor will deposit, or cause to be deposited, into Yield Maintenance Agreements. The Trustee shall deposit in the Reserve Fund $[_________].
all payments received from the Counterparty pursuant to the Yield Maintenance Agreements. On each Distribution Date the Trustee shall remit amounts received from the Counterparty to the Holders of the Class A Certificates, Class M Certificates and Class CE Certificates in the manner provided in clause (b) On below. In addition, on each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class of Class A Certificates or the Mezzanine and/or Class M Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (E) of Section 5.04(a)(4) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts Certificateholder to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine and/or Class M Certificates in the amounts and priorities set forth in clauses (C) and (E) of Section 4.01(a5.04(a)(4). If no Any amount paid to the Holders of Class A Certificates and/or Class M Certificates pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, Carry Forward Amount shall be treated as distributed to the Trustee shall deposit into the Reserve Fund on behalf Class CE Certificateholder in respect of the Class CE Certificateholders, from amounts otherwise distributable to Certificates and paid by the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III Certificateholder to the Holders of the Class CE A Certificates and/or Class M Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A Certificates or the Mezzanine and/or Class M Certificates in respect of Basis Risk Shortfall amounts Carry Forward Amount, whether pursuant to the second preceding sentence or Unpaid Basis Risk Shortfall amounts will pursuant to subsection (b) below, shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(db) By accepting a Amounts received from the Counterparty under the Yield Maintenance Agreements shall be distributed in the following manner and order of priority:
(i) first, (A) from amounts received under the Yield Maintenance Agreement related to the Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directedI-A Certificates, to deposit into the Reserve Fund Class I-A Certificates, pro rata based on the amounts described above on each Distribution Date as to which there is any amount of Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for the related Distribution Date, (B) from amounts received under the Yield Maintenance Agreement related to the Class II-A Certificates, to the Class II-A Certificates, the amount or Unpaid of Basis Risk Shortfall amount rather than distributing Carry Forward Amount for such Class of Certificates for the related Distribution Date, (C) from amounts received under the Yield Maintenance Agreement related to the Class CE Certificateholders. By accepting a III-A-2 Certificates, to the Class CE CertificateIII-A-2 Certificates the amount of Basis Risk Shortfall Carry Forward Amount for such Class of Certificates for such Distribution Date and (D) from amounts received under the Yield Maintenance Agreement related to the Class M Certificates, each sequentially to the Class CE Certificateholder further agrees M-1, Class M-2, Claxx X-0, Xxxxx M-4, Class M-5, Class M-6, Class M-7A and Class M-7B Certificates, in that such direction is given for good and valuable considerationorder, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect amount of any Basis Risk Shortfall Carry Forward Amount for such Classes of Certificates for the related Distribution Date;
(ii) second, from any remaining amounts received under the non-related Yield Maintenance Agreements, to the Class I-A, Class II-A, Class III-A-2 and Class M Certificates, as applicable, pro rata, based on the aggregate amount of Unpaid Basis Risk Shortfall amount Carry Forward Amounts for the Class I-A, Class II-A, Class III-A-2 and Class M Certificates, as applicable, for such Distribution Date to the extent not covered in clause (i) above, which amounts shall be assigned a value paid in the case of zerothe Class I-A Certificates and Class M Certificates in the order of priority in clauses (i) first (A) and (D) above; and
(iii) third, any remaining amounts received under the Yield Maintenance Agreements, to the Class CE Certificates.
(c) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE Certificateholder shall be the beneficial owner of the Reserve Fund, subject to the power of the Trustee to transfer amounts under Section 5.04.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-He9)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank, N.A., in truxx xxr the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2004-HE2, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into Reserve Fund for the benefit of the Class A-1 Certificates, Mezzanine Certificates and the Class B Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates, the Mezzanine Certificates and the Class B Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(7)(vii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) and any amounts paid to the Reserve Fund from the Cap Contracts shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$58,000 with respect to Certificates covered by the Group I Cap Contract and $39,000 with respect to Certificates covered by the Group II Cap Contract.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp Series HE2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-AG1, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(8)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(c)(8)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates, Class B Certificates and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Certificates Class B Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$35,000 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-Ag1)
Reserve Fund. (a) No later than On or before the Closing Date, the Trustee shall establish and maintain a separateReserve Fund on behalf of the Holders of the Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, segregated trust account titledLaSalle Bank National Association as Trustee for the benefit of holders of Bear Stearns Asset Backex Xxxxxities I LLC, Asset-Backed Certificates, Series 2004- HE5"[_____________]." On . The Trustee shall demand payment of all money payable by Bear Stearns Financial Pxxxxxxx Inc. (the Closing Date, "Counterparty") under the Depositor will deposit, or cause to be deposited, into Yield Maintenance Agreements. The Trustee shall deposit in the Reserve Fund $[_________].
all payments received from the Counterparty pursuant to the Yield Maintenance Agreements. On each Distribution Date the Trustee shall remit amounts received from the Counterparty to the Holders of the Class I-A, Class II-A, Class M and Class CE Certificates in the manner provided in clause (b) On below. In addition, on each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Certificates, the Trustee shall deposit the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(4) into the Reserve Fund and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts Certificateholder to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Offered Certificates in the amounts and priorities set forth in clauses (C) and (D) of Section 4.01(a5.04(a)(4). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of Offered Certificates pursuant to the Class A Certificates or the Mezzanine Certificates preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forward Amounts shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(db) By accepting a Amounts received from the Counterparty under the Yield Maintenance Agreements shall be distributed in the following manner and order of priority:
(i) FIRST, (A) from amounts received under the Yield Maintenance Agreement related to the Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directedI-A Certificates, to deposit into the Reserve Fund Class I-A Certificates, pro rata, based on the amounts described above on each Distribution Date as to which there is any amount of Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing Carryforward Amount for such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that Classes of Certificates for such direction is given for good and valuable considerationDistribution Date, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect amount of any Basis Risk Shortfall Carryforward Amount for such Classes of Certificates for such Distribution Date; (B) from amounts received under the Yield Maintenance Agreement related to the Class II-A Certificates, to the Class II-A Certificates, the amount of Unpaid any Basis Risk Shortfall Carryforward Amount for such Class of Certificates for such Distribution Date; and (C) from amounts received under the Yield Maintenance Agreement related to the Class M Certificates, sequentially to the Class M-1, Class M-2, Claxx X-0, Xxxxx M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, the amount of any Basis Risk Shortfall Carryforward Amount for such Classes of Certificates for such Distribution Date;
(ii) SECOND, from any remaining amounts received under the non-related Yield Maintenance Agreements, to the Class I-A, Class II-A and Class M Certificates, as applicable, pro rata, based on the aggregate amount of Basis Risk Shortfall Carryforward Amounts for the Class I-A, Class II-A and Class M Certificates, as applicable, for such Distribution Date to the extent not covered in clause (i) above, which amounts so allocated shall be assigned a value paid in the case of zerothe Class A-I Certificates and the Class M Certificates in the order of priority in clause (i) FIRST (A) and (C) above; and
(iii) THIRD, any remaining amounts received under the Yield Maintenance Agreements, to the Class CE Certificates.
(c) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE Certificateholder shall be the beneficial owner of the Reserve Fund, subject to the power of the Trustee to transfer amounts under Section 5.04.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC 2004-He5)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank, N.X., xn trust for the registered holders of People's Choice Home Loan Securities Trust Series 2004-1, Mortgage Pass-Through Certificates, Series 2004-1." On the Closing Date, the Depositor Company will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Corridor Contract and deposited in the Reserve Fund for the benefit of the Offered Certificates and the Class C Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry- Forward Amount payable to the Class A Certificates or the Mezzanine Offered Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(ii) and (iii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Offered Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Offered Certificates in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Carry-Forward Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE C Certificateholders, from amounts otherwise distributable to the Class CE C Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE C Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE C Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Offered Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE C Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Offered Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Carry-Forward Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class C Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the value of the right of the Class A Certificateholders, the Class M Certificateholders and the Mezzanine Class B Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall Carry-Forward Amount may be assigned a obtained from the Master Servicer upon request to the extent such information is provided to the Master Servicer by the Company or the Underwriters. The initial value of zerosuch right is equal to $25,301.45.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Peoples Choice Home Loan Securities Trust Series 2004-1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]." “Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2006-AR3, Mortgage Pass-Through Certificates”. On the Closing Date, the Depositor will deposit, deposit or cause to be deposited, deposited into the Reserve Fund an amount equal to $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(g), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Class M Certificates in the amounts and priorities set forth in Section 4.01(a4.1(a)(iv). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At The Securities Administrator, as directed by the direction majority Holder of the Holders of a majority in Percentage Interest in the Class CE CertificatesCertifictaes, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect fail to provide investment instructions, funds on deposit in the Reserve Fund is received shall be held uninvested by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee Securities Administrator without liability for interest or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investmentscompensation. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar3)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titled, "[_____________]Reserve Fund, Wells Fargo Bank, N.A., xx xxust for the registered holders of Deutsche Mortgage Securities, Inc. Mortgage Loan Trust, Series 2004-5, Mortgage Pass-Through Certificates." On Any payments received by the Closing Date, Securities Administrator under the Depositor Cap Contract will deposit, or cause to be deposited, deposited into the Reserve Fund $[_________]for the benefit of the Class A-1 Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Class M Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator will deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.1(a)(iii)(E), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates Certificates, other than the Class A-IO Certificates, and the Mezzanine Class M Certificates, and will distribute such amounts to the Holders of the Class A Certificates Certificates, other than the Class A-IO Certificates, and the Mezzanine Class M Certificates in the amounts and priorities set forth in the last paragraph of Section 4.01(a4.1(a)(iii). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Class M Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Class M Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee The Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e).
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine A-1 Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of Unpaid Basis Risk Shortfall amount $3,250,000.00. For federal tax return and information reporting, the right of the Class A Certificateholders (other than the Class A-1 Certificateholders and Class A-IO Certificateholders) and the Class M Certificateholders to receive payments from the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Mortgage Securities Inc. Mortgage Loan Trust 2004-5)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE4, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(8)(vi), rather than distributing such amounts to the Class CE CertificateholdersCE-1 Certificateholders pursuant to Section 5.01(c)(8)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE CE-1 Certificateholders, from amounts otherwise distributable to the Class CE CE-1 Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed CE-1 Certificates unless and until the date when either (a) there is more than one Class CE-1 Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE-1 Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III IV to the Holders of the Class CE CE-1 Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE CE-1 Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CE-1 Certificateholders. By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE CE-1 Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE-1 Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund and the Supplemental Interest Trust in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$12,000.
(g) In the event that a Cap Contract is terminated prior to the Distribution Date in October 2007, the Securities Administrator, at the direction of the Depositor, shall use reasonable efforts to appoint a successor cap counterparty using any cap agreement termination payments paid by the Cap Counterparty. If the Securities Administrator is unable to locate a qualified successor cap counterparty within thirty (30) days of the Early Termination Date (as defined in the Cap Contract), any cap agreement termination payments paid by the Cap Counterparty will be deposited into a separate non-interest bearing Eligible Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the Cap Contract or the appointment of a successor cap counterparty), will withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Securities Administrator by the original Cap Counterparty calculated in accordance with the terms of the original Cap Contract, and distribute such amount to the holders of the Certificates in accordance with Section 5.01.
(h) In the event that the Cap Counterparty fails to perform any of its obligations under a Cap Contract (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that an Event of Default, Termination Event, or Additional Termination Event (each as defined in the Cap Contract) occurs with respect to the related Cap Contract, the Securities Administrator shall immediately, but no later than the next Business Day following such failure or breach, notify the Depositor and send any notices and make any demands, on behalf of the Holders of the Offered Certificates, in accordance with the Cap Contract.
(i) In the event that the Cap Counterparty’s obligations are guaranteed by a third party under a guaranty relating to a Cap Contract (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Cap Counterparty fails to make any payment by the close of business on the day it is required to make payment under the terms of the Cap Contract, the Securities Administrator shall, as soon as practicable, but no later than two (2) business days after the Swap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Securities Administrator shall in no event be liable for any failure or delay in the performance by the Cap Counterparty or any Guarantor of its obligations hereunder or pursuant to the Cap Contract and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-He4)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, "[_____________]“Reserve Fund, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Long Beach Mortgage Loan Trust 2006-WL1, Asset-Backed Certificates, Series 2006-WL1." ” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On the Closing Date, the Depositor will shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(bii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii4.01(d)(i)(n), rather than distributing such amounts to the Class CE Certificateholders. ; and
(iii) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(cb) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III 3 to REMIC CX in respect of the Class C Interest, and then distributed by REMIC CX to the Holders of the Class CE C Certificates. Upon the termination of the Trust FundFor federal and state income tax purposes, or the payment payments in full respect of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(dc) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.26(a)(ii) and (a)(iii) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(ed) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account the Reserve Fund in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. Notwithstanding the foregoing, any funds in the Reserve Fund shall be invested in Deutsche Bank Cash Management Fund 541 for so long as such investment complies with clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(fe) For federal tax return and information reporting, the right of the Certificateholders to receive payment on account of the Class A Certificateholders Certificates and the Mezzanine Certificateholders to receive payments Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-Wl1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Xxxxx Fargo Bank, N.A., in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-SD1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Cap Contract and deposited into Reserve Fund for the benefit of the Class A-1, the Mezzanine and the Class CE Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in clause SIXTH of Section 4.01(a)(4)(xii5.01(a)(5), rather than distributing such amounts to the Class CE Certificateholders, and in clause SEVENTH of Section 5.01(a)(5). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A A-1 Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A A-1 Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in clause SIXTH of Section 4.01(a5.01(a)(5). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Trust Fund by the counterparty to the Cap Contract) and any amounts paid to the Reserve Fund shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE CertificatesCertificates (other than any amount paid to the Reserve Fund by the Cap Contract). Upon the termination of the Trust Fund, or the payment in full of the Class A A-1 Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A A-1 Certificates or and the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A A-1 Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$153,000 with respect to Certificates covered by the Cap Contract.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Series 2005 SD1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Trustee, on behalf of the Certificateholders, shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, "[_____________]“Reserve Fund, LaSalle Bank National Association, as Trustee, in trust for holders of Washington Mutual Asset-Backed Certificates WMABS, Series 2006‑HE3." ” The Trustee shall account for the right to receive payments from the Reserve Fund as property that the Trustee holds separate and apart from the REMIC Regular Interests.
(a) The following amounts shall be deposited into the Reserve Fund:
(i) On the Closing Date, the Depositor will Company shall deposit, or cause to be deposited, into the Reserve Fund $[_________].1,000;
(bii) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to any of the Class A Certificates, the Mezzanine Certificates or the Mezzanine Class B Certificates, the Trustee has been directed by the Holders of the Class CE Certificateholders C Certificates to, and therefore willshall, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. 4.05; and
(iii) On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts Date as to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). If which there are no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution DateNet WAC Rate Carryover Amounts, the Trustee shall deposit into the Reserve Fund on behalf of the Holders of the Class CE CertificateholdersC Certificates, from amounts otherwise distributable to the such Class CE CertificateholdersC Certificates, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(cb) The Reserve Fund shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC created hereunder. For federal and state income tax purposes, the Holders of the Class CE Certificateholders will C Certificates shall be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III to the Holders REMIC IV in respect of the Class CE Certificates. Upon the termination of the Trust FundC Interest, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released then distributed by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments IV to the Holders of the Class C Certificates. For federal and state income tax purposes, payments in respect of the Class A Certificates or Certificates, the Mezzanine Certificates and the Class B Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1).
(dc) By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder hereby agrees C Certificate shall be deemed to direct have directed the TrusteeTrustee to, and the Trustee hereby is directedshall pursuant to such direction, to deposit into the Reserve Fund the amounts described in Section 3.22(a)(ii) and (a)(iii) above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE CertificateholdersDate. By accepting a Class CE C Certificate, each Holder of a Class CE Certificateholder C Certificate further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(ed) At the direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Eligible Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE C Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account the Reserve Fund in Permitted Eligible Investments managed by the Trustee or an Affiliate of the kind described in clause clauses (viiii) or (vii) of the definition of Permitted Eligible Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund.
(fe) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments payment on account of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Washington Mutual Asset-Backed Certificates, WMABS Series 2006-He3)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2005-ASAP1, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(vi), rather than distributing such amounts to the Class CE Certificateholders, and Section 5.01(a)(7)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$5,000 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2005-Asap1)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank Minnesota, Naxxxxxl Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2003-NC1, Asset Backed Pass-Thxxxxx Xxxxxxxxxtes." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Trustee under the Cap Contracts and deposited into Reserve Fund for the benefit of the Offered Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A A-1 Certificates or the Mezzanine Class A-2 Certificates, the Trustee has been directed by the Class CE Certificateholders toSecurities Administrator shall deposit, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(xxi), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Home Equity Loan Trust Series 2003-Nc1)
Reserve Fund. (a) No later than the Closing Date, the The Trustee shall establish a Reserve Fund on behalf of the Holders of the Class A, Class B, Class M and maintain a separateClass C Certificates. The Reserve Fund shall be an Eligible Account. The Reserve Fund shall be entitled “Reserve Fund, segregated trust account titledXxxxx Fargo Bank, "[_____________]." N.A. as Trustee for the benefit of Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC2, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3, Class B-4 and Class C”. On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________].
(b) an amount equal to the Reserve Fund Deposit. On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Carry Forward Amount payable to the any Class A Certificates or the Mezzanine of Certificates, the Trustee shall deposit the amounts pursuant to clauses (D) and (E) of Section 6.04(a)(3) into the Reserve Fund, and the Trustee has been directed by the Class CE Certificateholders to, and therefore will, C Certificateholder to distribute any amounts then on deposit into in the Reserve Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates A, Class M and the Mezzanine Class B Certificates in respect of the amounts and Basis Risk Shortfall Carry Forward Amount for each such Class in the priorities set forth in clauses (D) and (E) of Section 4.01(a6.04(a)(3). If no Any amount paid to the Holders of Class A, Class M or Class B Certificates from amounts distributable pursuant to clauses (D) and (E) of Section 6.04(a)(3) pursuant to the preceding sentence in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable on a Distribution Date, the Trustee shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________].
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]) Carry Forward Amounts shall be treated as amounts distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by REMIC III the Class C Certificateholder to the Holders of the Class CE A, Class M or Class B Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any Any payments to the Holders of the Class A Certificates A, Class M or the Mezzanine Certificates Class B in respect of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts will Carry Forwards Amounts pursuant to the second preceding sentence shall not be payments with respect to a "regular interest" Regular Interest in a REMIC within the meaning of Code Section 860(G)(a)(1)860G(a)(1) of the Code.
(db) By accepting a The Reserve Fund is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. The Class CE CertificateC Certificateholders shall be the beneficial owners of the Reserve Fund, each Class CE Certificateholder hereby agrees subject to direct the Trustee, and power of the Trustee hereby is directed, to deposit into transfer amounts under Section 6.04(a)(3). Amounts in the Reserve Fund shall be held either uninvested in a trust or deposit account of the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount Trustee with no liability for interest or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificateother compensation thereof or, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At at the direction of the Holders of a majority Class C Certificateholder, be invested in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) that mature no later than the Business Day immediately preceding prior to the date on which such funds are required to be withdrawn next succeeding Distribution Date. All net income and gain from such account pursuant investments shall be distributed to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with C Certificateholder, not as a distribution in respect to of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Reserve Fund is received shall be taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Reserve Fund by the Class C Certificateholder out of its own funds immediately as realized. In the event that the Class C Certificateholder shall fail to provide investment instructions to the Trustee, the Trustee shall invest amounts on deposit in the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment Reserve Fund shall be deposited into the Reserve Fundheld uninvested.
(fc) For federal tax return and information reporting, the right of the Holders of the Class A Certificateholders A, Class M and the Mezzanine Certificateholders Class B Certificates to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Carry Forward Amounts shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac2)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group I Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1 Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(7)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(7)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$27,000 with respect to the Certificates covered by the Swap Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap4)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]“Reserve Fund, Xxxxx Fargo Bank, National Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6, Asset Backed Pass-Through Certificates." ” On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000. In addition, the amount deposited in the Reserve Fund shall be increased by any payments received by the Securities Administrator under the Group IA Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1A Certificates and the Mezzanine Certificates, under the Group IB Cap Contract and deposited into the Reserve Fund for the benefit of the Class A-1B Certificates and the Mezzanine Certificates and under the Group II Cap Contract and deposited in the Reserve Fund for the benefit of the Class A-2 Certificates and the Mezzanine Certificates.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A Certificates or the Mezzanine CertificatesDate, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, Securities Administrator shall deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(c)(8)(vi), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders pursuant to Section 5.01(c)(8)(viii). On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, Certificates and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates Certificates, in the amounts and priorities set forth in Section 4.01(a5.01(c). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit deposit, into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For The Reserve Fund constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Reserve Fund be disregarded as an entity separate from the Holder of the Class CE Certificateholders will be deemed Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to be the owners of Class CE Certificates is recharacterized as an equity interest in the Reserve Fund for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and all state income and state and local franchise tax purposes, the Reserve Fund be treated as a partnership. The Master Servicer shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership. All amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000 and any amounts paid to the Reserve Fund from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "“regular interest" ” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution Depository Institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund and the Supplemental Interest Trust in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero$1000.
(g) In the event that a Cap Contract is terminated prior to the Distribution Date in May 2007, the Securities Administrator, at the direction of the Depositor, shall use reasonable efforts to appoint a successor cap counterparty using any cap agreement termination payments paid by the Cap Counterparty. If the Securities Administrator is unable to locate a qualified successor cap counterparty within thirty (30) days of the Early Termination Date (as defined in the Cap Contract), any cap agreement termination payments paid by the Cap Counterparty will be deposited into a separate non-interest bearing Eligible Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the Cap Contract or the appointment of a successor cap counterparty), will withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Securities Administrator by the original Cap Counterparty calculated in accordance with the terms of the original Cap Contract, and distribute such amount to the holders of the Certificates in accordance with Section 5.01.
(h) In the event that the Cap Counterparty fails to perform any of its obligations under a Cap Contract (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that an Event of Default, Termination Event, or Additional Termination Event (each as defined in the Cap Contract) occurs with respect to the related Cap Contract, the Securities Administrator shall immediately, but no later than the next Business Day following such failure or breach, notify the Depositor and send any notices and make any demands, on behalf of the Holders of the Offered Certificates, in accordance with the Cap Contract.
(i) In the event that the Cap Counterparty’s obligations are guaranteed by a third party under a guaranty relating to a Cap Contract (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Cap Counterparty fails to make any payment by the close of business on the day it is required to make payment under the terms of the Cap Contract, the Securities Administrator shall, as soon as practicable, but no later than two (2) business days after the Swap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Securities Administrator shall in no event be liable for any failure or delay in the performance by the Cap Counterparty or any Guarantor of its obligations hereunder or pursuant to the Cap Contract and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap6)
Reserve Fund. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain a separate, segregated trust account titledentitled, "[_____________]Reserve Fund, Wells Fargo Bank Minnesota, Natxxxxx Association, in trust for the registered holders of ACE Securities Corp. Home Equity Loan Trust, Series 2003-HS1, Asset Backed Pass-Through Certificates." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Reserve Fund $[_________]1,000.
(b) On each Distribution Date as to which there is a Basis Risk Shortfall amount or an Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine Certificates, the Trustee has been directed by the Class CE Certificateholders toSecurities Administrator shall deposit, and therefore will, deposit into the Reserve Fund the amounts described in Section 4.01(a)(4)(xii5.01(a)(7)(xvii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee Securities Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a5.01(a). If no Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts are payable on a Distribution Date, the Trustee Securities Administrator shall deposit into the Reserve Fund on behalf of the Class CE Certificateholders, from amounts otherwise distributable to the Class CE Certificateholders, an amount such that when added to other amounts already on deposit in the Reserve Fund, the aggregate amount on deposit therein is equal to $[_________]1,000.
(c) For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Reserve Fund and all amounts deposited into the Reserve Fund (other than the initial deposit therein of $[_________]1,000) shall be treated as amounts distributed by REMIC III II to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Reserve Fund will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Reserve Fund will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts Net WAC Rate Carryover Amounts will not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct that the Trustee, and the Trustee hereby is directed, to Securities Administrator will deposit into the Reserve Fund the amounts described above on each Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid Basis Risk Shortfall amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that its agreement to such direction action by the Securities Administrator is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
(e) At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee Securities Administrator shall direct any depository institution maintaining the Reserve Fund to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee Securities Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee Securities Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Reserve Fund is received by the Trustee, the Trustee shall invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Reserve Fund. In no event shall the Securities Administrator be liable for any investments made pursuant to this clause (e). If the Holders of a majority in Percentage Interest in the Class CE Certificates fail to provide investment instructions, funds on deposit in the Reserve Fund shall be held uninvested by the Securities Administrator without liability for interest or compensation.
(f) For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of Unpaid Basis Risk Shortfall amount Net WAC Rate Carryover Amount shall be assigned a value of zero.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp Home Equity Loan Trust Series 2003 Hs1)