Common use of Swap Account Clause in Contracts

Swap Account. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Swap Account, Deutsche Bank National Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2.” Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2), Pooling and Servicing Agreement (Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2)

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Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Pass-Through Certificates, Series 20052007-W2CP1.” Such account shall be an Eligible Account and amounts 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, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) belowSection 4.01(f), pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2007-Cp1), Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2007-Cp1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2006-3, Asset-Backed Pass-Through Certificates, Series 20052006-W23.” Such account shall be an Eligible Account and amounts 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, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. The Depositor hereby directs the Trustee to execute, deliver and perform its obligations and to make any representations under the Interest Rate Swap Agreement (in its capacity as Supplemental Interest Trust Trustee). The Depositor, the Servicer and the Holders of the Offered Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity. In making the representation under Section 4(3)(b) of the Interest Rate Swap Agreement, the Trustee is entitled to rely on the representation made by the Depositor in Section 2.06(x) of this Agreement. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution of the Interest Rate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunder. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(e) belowabove, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IOtreated as a partnership. If the Trustee fails Supplemental Interest Trust shall be treated as a partnership, Wxxxx Fargo shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 4 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV4, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2006-3), Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2006-3)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2005-OPT3, Asset-Backed Pass-Through Certificates, Series 2005-W2OPT3.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator and Ameriquest Mortgage Companythe majority Holder of the Class CCertificates. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE CertificatesCCertificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Cand Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE CertificatesCCertificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Cand Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates CCertificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates CCertificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2005-Opt3)

Swap Account. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, "Swap Account, Deutsche Bank National Trust Company[_], as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2[_]." Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the "Swap Administration Agreement"), among Deutsche Bank National Trust Company [_] in its capacity as Trustee, Deutsche Bank National Trust Company [_] in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (ed) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata PRO RATA among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P Certificates, Class R Certificates and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Park Place Securities, Inc.)

Swap Account. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2WCW1.” Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (ed) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Park Place Securities, Inc. Series 2005-Wcw1)

Swap Account. (a) No later than the Closing Date, on behalf of the Trustee Trust Fund, the Securities Administrator shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Swap Account, Deutsche Bank National Trust Company, as Trustee, to be held in trust for the Interest Rate Swap Provider benefit of the Trustee, the Trust Fund and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2.” Certificateholders. Such account shall be an Eligible Account and amounts 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 Trust Fund held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On the Business Day prior to each Distribution Date, prior to any distribution to any Certificate, the Trustee Securities Administrator shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds Distribution Amount and (ii) amounts received by the Trustee from the Swap Administrator, Securities Administrator for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the REMIC III Regular Interest Class SWAPCE-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (d) On the Business Day prior to each Distribution Date, the Securities Administrator will be required to deposit into the Swap Account the Net Swap Payment received from Swap Provider starting from the Distribution Date in January 2007 to (and including) the Distribution Date in December 2011 and the amount received from the Cap Agreement Provider to (and including) the Distribution Date in June 2007. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator Trust pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (SG Mortgage Securities Trust 2006-Opt2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, Trust Administrator a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyCitibank, N.A., as Supplemental Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 20052007-W2WFHE3.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior Prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee or the Trust Administrator on its behalf shall deposit into the Swap Account (for distribution pursuant to 3.05(c)(iSection 4.01(a)(7)): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of the Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyDistribution Amount. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC VI Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC VI Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE Certificates unless and until the amount date when either (a) there is more than one Class CE Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IOtreated as a partnership. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to Supplemental Interest Trust becomes characterized as a partnership for federal income tax purposes, the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay wouldTrust Administrator shall (i) obtain, pursuant to the terms of the Class A-2B1 Swap Agreement, or cause a Swap Termination Payment to be owed obtained, a taxpayer identification number for the Supplemental Interest Trust, (ii) prepare and file, or cause to be prepared and filed, any necessary federal, state or local tax returns for the Class A-2B1 Swap ProviderSupplemental Interest Trust and (iii) prepare and provide to any requesting withholding agent, the NIMS Insurer mayor cause to be prepared and provided to any requesting withholding agent, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerany necessary withholding tax form. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Wfhe3)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated non-interest bearing trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Fremont Home Loan Trust 2006-1, Asset-Backed Pass-Through Certificates, Series 20052006-W21.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (eSection 4.01(e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Companyhereof. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h)... (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator Supplemental Interest Trust Trustee pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) For federal tax return and information reporting, the right of the Holders of the Fixed Rate Certificates and Floating Rate Certificates to receive payments from the Supplemental Interest Trust may have more than a de minimis value. The value of such amount, if any, may be obtained from the Trustee upon request, provided that the Trustee has received such information from the Underwriters.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fremont Home Loan Trust 2006-1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWelxx Xxrgo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2007-OPT5, Asset-Backed Pass-Through Certificates, Series 20052007-W2OPT5.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, Date and prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanySection 4.01 hereof. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 8 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 8 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 5 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Floating Rate Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 5 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV5, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt5)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-FRE2, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2FRE2—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Company. For the Seller. (c) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Fre2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Fremont Home Loan Trust 2006-2, Asset-Backed Pass-Through Certificates, Series 20052006-W22.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer maySupplemental Interest Trust be treated as a partnership; provided, on behalf that the Trust Administrator 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 Trustee and after consultation with preparation of such filings, written notification recognizing the Trusteecreation of a partnership agreement or comparable documentation evidencing the partnership, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trust Administrator shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trust Administrator shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trust Administrator shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trust Administrator shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) For federal tax return and information reporting, the right of the Holders of the Fixed Rate Certificates and Floating Rate Certificates to receive payments from the Supplemental Interest Trust shall be assigned a value of $13,204,501.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fremont Home Loan Trust 2006-2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-A, Asset-Backed Pass-Through Certificates, Series 20052006-W2.A.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 17 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 17 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in a REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVa REMIC, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Supplemental Interest Trust Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Interest Rate Swap Agreement. In the event the Swap Agreement is terminated prior to the Optional Termination Date as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Supplemental Interest Trust Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Supplemental Interest Trust Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. If the Supplemental Interest Trust Trustee is unable to appoint a successor swap provider within 30 days of the Early Termination Date, then the Supplemental Interest Trust Trustee will deposit any Swap Termination Payment received from the original Swap Provider into the Swap Account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in the Swap Account an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with the terms hereof.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-A)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountWelxx Xxrgo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-HE2, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2HE2—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate a Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the a Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Welxx Xxrgo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Welxx Xxrgo Bank, N.A. in its capacity as Swap Administrator, Welxx Xxrgo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In connection with paragraph 7(i) of the credit support annex, upon the Swap Provider’s failure to post collateral with the Supplemental Interest Trust Trustee, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall provide, no later than the next Business Day after the date such collateral was required to be posted, to the Interest Rate Swap Provider a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He2)

Swap Account. A separate trust is hereby established (athe “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) $1,000. The Supplemental Interest Trust shall be maintained by the the Trustee. No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap AccountWxxxx Fargo Bank, Deutsche Bank National Trust Company, N.A. as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc., ABFC Asset-Backed Pass-Through Certificates, Series 2005-W2WMC1—Swap Account.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) . On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap AdministratorTrustee, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAPREMIC 7 Regular Interest Swap-IO Interest to the extent of the amount distributable on such Class SWAPREMIC 7 Regular Interest Swap-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If Any Swap Termination Payment triggered by a Swap Provider Trigger Event owed to the Trustee fails to pay any Net Swap Payment owed Provider pursuant to the Interest Rate Swap Provider and such failure Agreement will be subordinated to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant distributions to the terms Holders of the Interest Rate Swap AgreementClass A Certificates, cause a Swap Termination Payment to be owed to the Interest Rate Swap ProviderClass B Certificates, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer Class M Certificates and shall be reimbursed by the Trustee pursuant to paid as set forth under Section 3.05(c4.02(b)(xviii). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (da) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (eb) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Trustee, any obligation of the Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (c) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 4 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the applicable Cap, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Cap Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator Trustee pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV4, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2005-Wmc1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-FRE1, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2FRE1—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Company. For the Seller. (c) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-Fre1)

Swap Account. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplement Interest Trust, a separate, segregated trust account (the “Swap Account”) titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National Trust Company, N.A. as TrusteeSecurities Administrator, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Deutsche Alt-A Securities Inc.Mortgage Loan Trust, AssetSeries 2006-Backed AR6, Mortgage Pass-Through Certificates, Series 2005-W2.” —Swap Account”. Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate. For federal and state income tax purposes, the Trustee Class CE Certificateholders shall be deemed to be the owners of the Swap Account. The Swap Account shall be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Subordinate Certificates, all amounts remaining on deposit in the Swap Account shall be released by the Trust and distributed to the Class CE Certificateholders. The Swap Account shall be part of the Trust but not part of any REMIC. Upon receipt of any amounts paid under the Swap Agreement, and following any distributions of Net Monthly Excess Cashflow pursuant to Section 4.1(a)(iii) above, withdrawals from the Reserve Fund pursuant to Section 4.1(a)(iv) above and withdrawals from the Cap Account pursuant to Section 4.1(a)(vi) above, the Securities Administrator shall deposit such amounts into the Swap Account for distribution pursuant to 3.05(c)(i): Section 4.1(a)(vii) above. In the event that the Swap Agreement is terminated prior to the Termination Date (ias defined in the Swap Agreement), the Trustee on behalf of the Supplemental Interest Trust, at the direction of the Depositor, shall use reasonable efforts to appoint a successor swap provider using any Swap Termination Payments paid by the Swap Provider. To the extent the Supplemental Interest Trust is required to pay a Swap Termination Payment to the Swap Provider, all or a portion of such amount received from a replacement swap provider upon entering into a replacement interest rate swap agreement or similar agreement will be applied to the Swap Termination Payment owing to the Swap Provider, and any remaining portion will be distributed to Certificateholders according to the order of priorities of Section 4.1(a)(vii) above. If the Trustee on behalf of the Supplemental Interest Trust is unable to locate a qualified successor swap provider, any such Swap Termination Payments will be deposited in the Swap Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the Swap Agreement or the appointment of a successor swap provider), will withdraw the amount of any Net Swap Payment or Swap Termination Payment owed due to the Supplemental Interest Rate Swap Provider Trust (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) calculated in accordance with the terms of this the Swap Agreement. Any payments ) and distribute such Net Swap Payment to the Certificates from amounts deemed received in respect holders of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV, but also ownership of an interest in, and obligations accordance with respect to, a notional principal contractSection 4.1.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar6)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the "Supplemental Interest Trust"), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, "Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.First Franklin Mortgage Loan Trust 2005-FFH4, Asset-Backed Pass-Through Certificates, Series 2005-W2FFH4." Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 7 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 7 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall Supplemental Interest Trust be reimbursed by the Trustee pursuant to Section 3.05(c)treated as a grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata PRO RATA among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Financial Asset Securities Corp)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-OPT1, Asset-Backed Pass-Through Certificates, Series 20052006-W2OPT1.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(e) belowhereof, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator and Ameriquest Mortgage Companythe majority Holder of the Class C Certificates. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall Supplemental Interest Trust be reimbursed by the Trustee pursuant to Section 3.05(c)treated as a grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Opt1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.First Franklin Mortgage Loan Trust 2005-FFH4, Asset-Backed Pass-Through Certificates, Series 2005-W2FFH4.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 7 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 7 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall Supplemental Interest Trust be reimbursed by the Trustee pursuant to Section 3.05(c)treated as a grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2005-Ffh4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2005-5, Asset-Backed Pass-Through Certificates, Series 2005-W25.” Such account shall be an Eligible Account and amounts 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, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(e) belowabove, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE C Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2005-5, Asset-Backed Certificates, Series 2005-5)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, Trust Administrator a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Supplemental Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 20052007-W2AMC4.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior Prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee or the Trust Administrator on its behalf shall deposit into the Swap Account (for distribution pursuant to 3.05(c)(iSection 4.01(a)(7)): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of the Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyDistribution Amount. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC VII Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC VII Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE-1 Certificates unless and until the amount date when either (a) there is more than one Class CE-1 Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE-1 Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IOtreated as a partnership. If the Trustee fails Supplemental Interest Trust becomes characterized as a partnership for federal income tax purposes, the Trust Administrator shall (i) obtain, or cause to pay be obtained, a taxpayer identification number for the Supplemental Interest Trust, (ii) prepare and file, or cause to be prepared and filed, any Class A-2B1 necessary federal, state or local tax returns for the Supplemental Interest Trust and (iii) prepare and provide to any requesting withholding agent, or cause to be prepared and provided to any requesting withholding agent, any necessary withholding tax form; provided, however, the Trust Administrator shall be entitled to additional reasonable compensation for such partnership tax filing and preparation from amounts on deposit in the Swap Fee Account to the extent such funds are available. However, if such amounts are insufficient, the Depositor shall cover any remaining amounts owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderTrust Administrator. The NIMS Insurer Trust Administrator shall also be entitled to be reimbursed by the Trustee pursuant to Depositor for any additional reasonable expenses it may incur from obtaining a Class CE-1 Certificateholder list from the Depository, which shall not exceed once per month per calendar year. The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE CE-1 Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE-1, Class CE-2, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE CE-1 Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE CE-1 Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CECE-1, Class P CE-2, Class P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CECE-1, Class P CE-2, Class P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2005-4, Asset-Backed Pass-Through Certificates, Series 2005-W24.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trsut Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Supplemental Interest Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE C Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interst Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2005-4, Asset-Backed Certificates, Series 2005-4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trust Administrator. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2005-WF1, Asset-Backed Mortgage Pass-Through Certificates, Series 2005-W2WF1—Swap Account.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A., in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A., in its capacity as Swap Administrator and Ameriquest Mortgage Companythe Seller. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAPREMIC IV Regular Interest Swap-IO Interest to the extent of the amount distributable on such Class SWAPREMIC IV Regular Interest Swap-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2005-Wf1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000, which amount shall be invested at the direction of the Depositor and shall be released, together with interest, to the Depositor upon the termination of the Supplemental Interest Trust pursuant to Section 9.01(d). The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trusteemaintain, a separate, segregated trust account to be held in the Supplemental Interest Trust titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.New Century Home Equity Loan Trust, AssetSeries 2000-X, Xxxxx Backed Pass-Through Certificates, Series 2005-W2—Swap Account.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds Distribution Amounts and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator Administrator, Deutsche Bank National Trust Company, in its capacity as Indenture Trustee and Ameriquest Mortgage Companythe Seller. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAPREMIC VI Regular Interest Swap-IO Interest to the extent of the amount distributable on such Class SWAPREMIC VI Regular Interest Swap-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Any Swap Termination Payment triggered by a Swap Provider Trigger Event owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms Swap Agreement will be subordinated to distributions to the Holders of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee Offered Certificates and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to paid as set forth under Section 3.05(c4.01(a)(4)(vi). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE CE-1 Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE CE-1 Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE CE-1 Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE CE-1 Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 2005-B)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-OPT4, Asset-Backed Pass-Through Certificates, Series 20052006-W2OPT4.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds for distribution in accordance with Section 4.01(e) hereof and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(e) belowhereof, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator and Ameriquest Mortgage Companythe majority Holder of the Class C Certificates. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Opt4)

Swap Account. (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, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National Trust Company, N.A. as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.MASTR Adjustable Rate Mortgages Trust 2005-8, Asset-Backed Mortgage Pass-Through Certificates, Series 2005-W2.8—Swap Account(the “Swap Account”). Such account shall be an Eligible Account and amounts therein shall be held uninvested. The Swap Account shall be an asset of the Supplemental Interest Trust, but shall not be an asset of any REMIC. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee Trust Administrator shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee Trust Administrator from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder beneficial owners of the Class CE C Certificates. (d) Following any distributions of Net Monthly Excess Cashflow pursuant to Section 4.01(b) and withdrawals from the Net WAC Rate Carryover Account, the Trust Administrator shall withdraw amounts from the Swap Account for distribution as follows: (1) first, to the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the Swap Agreement for such Distribution Date; (2) second, to the Swap Provider, any Swap Termination Payment owed to the Swap Provider not resulting from a Swap Provider Trigger Event pursuant to the Swap Agreement; (3) third, concurrently, to the Senior Certificates, the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount remaining undistributed after the distribution of the Interest Remittance Amount and withdrawals from the Net WAC Rate Carryover Account; (4) fourth, sequentially, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 certificates, in that order, the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount, to the extent remaining undistributed after the distributions of the Interest Remittance Amount, the Net Monthly Excess Cashflow and withdrawals from the Net WAC Rate Carryover Account; (5) fifth, to the holders of the class or classes of Certificates then entitled to receive distributions in respect of principal, in an amount necessary to maintain the applicable Overcollateralization Target Amount after taking into account distributions made with respect thereto from the Net Monthly Excess Cashflow and withdrawals from the Net WAC Rate Carryover Account; (6) sixth, sequentially (x) first, concurrently, to the Senior Certificates, pro rata, and (y) second, sequentially, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 certificates, in that order, in each case up to the related Allocated Realized Loss Amount related to such Certificates for such Distribution Date remaining undistributed after distribution of the Net Monthly Excess Cashflow and withdrawals from the Net WAC Rate Carryover Account; (7) seventh, to the Senior Certificates (other than the Class 3-A-1 and Class 3-A-2 certificates) and Subordinate Certificates, pro rata, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed after withdrawals from the Net WAC Rate Carryover Account; and (8) eighth, to the Class C Certificates, any remaining amount. (e) The Trustee For federal income tax purposes, the Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV Regular Interest regular interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest regular interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in the Master REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests regular interests in REMIC IVthe Master REMIC, but also ownership of an interest in, and obligations with respect to, a notional principal contract. For federal income tax purposes, the Trust Administrator shall treat such notional principal contract as having a value of $10,000 as of the Closing Date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2005-8)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-WF1, Asset-Backed Pass-Through Certificates, Series 20052006-W2WF1.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership, provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) For federal tax return and information reporting, the right of the Holders of the Fixed Rate Certificates and Floating Rate Certificates to receive payments from the Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Wf1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-HE3, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2HE3—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In connection with paragraph 7(i) of the credit support annex, upon the Swap Provider’s failure to post collateral with the Supplemental Interest Trust Trustee, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall provide, no later than the next Business Day after the date such collateral was required to be posted, to the Interest Rate Swap Provider a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He3)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, Trust Administrator a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyCitibank, N.A., as Supplemental Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 20052007-W2AHL2.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior Prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee or the Trust Administrator on its behalf shall deposit into the Swap Account (for distribution pursuant to 3.05(c)(iSection 4.01(a)(6)): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of the Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyDistribution Amount. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC VI Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC VI Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE Certificates unless and until the amount date when either (a) there is more than one Class CE Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Supplemental Interest Trust Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Interest Rate Swap Agreement. In the event the Interest Rate Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein) (a “Swap Early Termination”), the Supplemental Interest Trust Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Supplemental Interest Trust Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) If the Supplemental Interest Trust Trustee is unable to appoint a successor swap provider within 30 days of the Swap Early Termination, then the Supplemental Interest Trust Trustee shall establish, and shall deposit any Swap Termination Payment received from the original Swap Provider into, a separate, non-interest bearing reserve account (a “Swap Termination Reserve Account”) and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in the Swap Termination Reserve Account an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with Section 4.01(a)(6).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ahl2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche U.S. Bank National Trust CompanyAssociation, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Holders of Argent Securities Inc.2007-CB3 Trust, C-BASS Mortgage Loan Asset-Backed Pass-Through Certificates, Series 20052007-W2CB3.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received by it from the Servicer with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant respect to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Companysuch Distribution Date. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 11 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 11 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention and direction of the Sponsor that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE-1 Certificates unless and until the amount date when either (a) there is more than one Class CE-1 Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE-1 Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid in which case it is the intention and direction of the Sponsor to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider other parties hereto that, for federal and such failure to pay is not related to insufficient funds in the Distribution Account state income and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerstate and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class PCE-1 Certificates, Class CE P Certificates and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE CE-1 Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class PCE-1 Certificates, Class CE P Certificates and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE CE-1 Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Rate Cap, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance Certificate Principal Balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE CE-1 Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CECE-1 Certificates, the Class CE-2 Certificates, Class P Certificates and Class R Residual Certificates) in accordance with the terms of this Agreement. Any payments to the such Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1)) of the Code. However, any payment from the Certificates (other than the Class CECE-1 Certificates, the Class CE-2 Certificates, Class P Certificates and Class R Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class CE-1 Certificates, the Class CE-2 Certificates, Class P Certificates and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Supplemental Interest Trust Trustee shall, at the written direction of the Sponsor, enforce all of the Supplemental Interest Trust Trustee’s rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Supplemental Interest Trust Trustee shall, at the written direction of the Sponsor, cooperate with the Sponsor in replacing the Interest Rate Swap Agreement with a new interest rate swap agreement. The Supplemental Interest Trust Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement interest rate swap agreement. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (C-Bass Mortgage Loan Trust 2007-Cb3)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.First Franklin Mortgage Loan Trust 2006-FF8, Asset-Backed Pass-Through Certificates, Series 20052006-W2FF8.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds for distribution in accordance with Section 4.01(e) hereof and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (eSection 4.01(e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Companyhereof. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator Supplemental Interest Trust Trustee pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In connection with paragraph 7(i) of the credit support annex, upon the Swap Provider’s failure to post collateral with the Supplemental Interest Trust Trustee, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall provide, no later than the next Business Day after the date such collateral was required to be posted, to the Interest Rate Swap Provider a written notice of such failure. (g) The Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Interest Rate Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement interest rate swap agreement. Any Swap Termination Payment received by the Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2006-Ff8)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-EQ1, Asset-Backed Pass-Through Certificates, Series 20052006-W2EQ1.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership, provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Eq1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-OPT2, Asset-Backed Pass-Through Certificates, Series 20052006-W2OPT2.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(e) belowhereof, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator and Ameriquest Mortgage Companythe majority Holder of the Class C Certificates. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If It is the Trustee fails to pay intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Net Swap Payment owed Class of Certificates in addition to the Interest Rate Swap Provider and such failure to pay Class C Certificates is not related to insufficient funds recharacterized as an equity interest in the Distribution Account and such failure to pay wouldSupplemental Interest Trust for federal income tax purposes, pursuant to in which case it is the terms intention of the Interest Rate Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Interest Rate Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Supplemental Interest Rate Swap ProviderTrust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury regulation Section 3.05(c1.860G-2(h). (c) On each Distribution DateTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, prior to any distribution to any Certificate, obligation of the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by under the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date Agreement shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms be an obligation of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)Supplemental Interest Trust. (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Opt2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trusteemaintain, a separate, segregated trust account to be held in the Supplemental Interest Trust titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.New Century Home Equity Loan Trust, AssetSeries 2005-C, Asset Backed Pass-Through Certificates, Series 2005-W2—Swap Account.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds Distribution Amounts and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator Administrator, Deutsche Bank National Trust Company, in its capacity as Indenture Trustee and Ameriquest Mortgage Companythe Seller. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAPREMIC VI Regular Interest Swap-IO Interest to the extent of the amount distributable on such Class SWAPREMIC VI Regular Interest Swap-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Any Swap Termination Payment triggered by a Swap Provider Trigger Event owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms Swap Agreement will be subordinated to distributions to the Holders of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee Offered Certificates and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to paid as set forth under Section 3.05(c4.01(a)(4)(vi). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE CE-1 Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE CE-1 Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE CE-1 Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE CE-1 Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (New Century Home Equity Loan Trust, Series 2005-C)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, Trust Administrator a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyCitibank, N.A., as Supplemental Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 20052006-W2NC2.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior Prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee or the Trust Administrator on its behalf shall deposit into the Swap Account (for distribution pursuant to 3.05(c)(iSection 4.01(a)(7)): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of the Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyDistribution Amount. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC VI Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC VI Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE Certificates unless and until the amount date when either (a) there is more than one Class CE Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Supplemental Interest Trust Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Interest Rate Swap Agreement. In the event the Interest Rate Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein) (a “Swap Early Termination”), the Supplemental Interest Trust Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Supplemental Interest Trust Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) If the Supplemental Interest Trust Trustee is unable to appoint a successor swap provider within 30 days of the Swap Early Termination, then the Supplemental Interest Trust Trustee will establish, and will deposit any Swap Termination Payment received from the original Swap Provider into, a separate, non-interest bearing reserve account (a “Swap Termination Reserve Account”) and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in the Swap Termination Reserve Account an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with Section 4.01(a)(7).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2007-OPT1, Asset-Backed Pass-Through Certificates, Series 20052007-W2OPT1.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanySection 4.01 hereof. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 7 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 7 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 4 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV4, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2005-OPT4, Asset-Backed Pass-Through Certificates, Series 2005-W2OPT4.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator and Ameriquest Mortgage Companythe majority Holder of the Class C Certificates. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE C Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2005-Opt4)

Swap Account. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplemental Interest Trust, a separate, segregated trust account (the “Swap Account”) titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National Trust Company, N.A. as TrusteeSecurities Administrator, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Deutsche Alt-A Securities, AssetInc. Mortgage Loan Trust, Series 2006-Backed AB4, Mortgage Pass-Through Certificates, Series 2005-W2.” —Swap Account”. Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate. For federal and state income tax purposes, the Trustee Class CE Certificateholders shall be deemed to be the owners of the Swap Account. The Swap Account shall be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Subordinate Certificates, all amounts remaining on deposit in the Swap Account shall be released by the Trust and distributed to the Class CE Certificateholders. The Swap Account shall be part of the Trust but not part of any REMIC. Upon receipt of any amounts paid under the Swap Agreement, and following any distributions of Net Monthly Excess Cashflow pursuant to Section 4.01(a)(iii) above, the Securities Administrator shall deposit such amounts into the Swap Account for distribution pursuant to 3.05(c)(i): Section 4.01(a)(v) above. In the event that the Swap Agreement is terminated prior to the Termination Date (ias defined in the Swap Agreement), the Trustee on behalf of the Supplemental Interest Trust, at the direction of the Depositor, shall use reasonable efforts to appoint a successor swap provider using any Swap Termination Payments paid by the Swap Provider. To the extent the Supplemental Interest Trust is required to pay a Swap Termination Payment to the Swap Provider, all or a portion of such amount received from a replacement swap provider upon entering into a replacement interest rate swap agreement or similar agreement will be applied to the Swap Termination Payment owing to the Swap Provider, and any remaining portion will be distributed to Certificateholders according to the order of priority of Section 4.01(a)(v) above. If the Trustee on behalf of the Supplemental Interest Trust is unable to locate a qualified successor swap provider, any such Swap Termination Payments will be deposited in the Swap Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the Swap Agreement or the appointment of a successor swap provider), will withdraw the amount of any Net Swap Payment or Swap Termination Payment owed due to the Supplemental Interest Rate Swap Provider Trust (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) calculated in accordance with the terms of this the Swap Agreement. Any payments ) and distribute such Net Swap Payment to the Certificates from amounts deemed received in respect holders of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV, but also ownership of an interest in, and obligations accordance with respect to, a notional principal contractSection 4.01.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2007-HE2, Asset-Backed Mortgage Pass-Through Certificates, Series 20052007-W2HE2—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust; provided, that the Trust Administrator shall not be required to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider prepare and file grantor trust tax returns in respect of the Class SWAP-IO Interest such grantor trust unless it receives additional reasonable compensation (not to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (cexceed $10,000 per year) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms Holders of the Class A-2B1 Swap AgreementCE Certificates for the preparation of such filings, cause written notification recognizing the creation of a Swap Termination Payment to be owed to grantor trust and comparable documentation evidencing the Class A-2B1 Swap Providergrantor trust, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)if any. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2007-He2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountWxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-WMC4, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2WMC4—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Wxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust; provided, that the Trust Administrator shall not be required to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider prepare and file grantor trust tax returns in respect of the Class SWAP-IO Interest such grantor trust unless it receives additional reasonable compensation (not to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (cexceed $10,000 per year) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms Holders of the Class A-2B1 Swap AgreementCE Certificates for the preparation of such filings, cause written notification recognizing the creation of a Swap Termination Payment to be owed to grantor trust and comparable documentation evidencing the Class A-2B1 Swap Providergrantor trust, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)if any. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Wmc4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-AM1, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2AM1—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”Section 4.01(g), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class REMIC VI Regular Interest SWAP-IO Interest to the extent of the amount distributable on such Class REMIC VI Regular Interest SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE Certificates unless and until the amount date when either (a) there is more than one Class CE Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall Supplemental Interest Trust be reimbursed by the Trustee pursuant to Section 3.05(c)treated as a grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trust Administrator shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trust Administrator shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trust Administrator shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trust Administrator shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the previous Swap Provider.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Am1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2007-OPT2, Asset-Backed Pass-Through Certificates, Series 20052007-W2OPT2.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanySection 4.01 hereof. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 4 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountWxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-NC3, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2NC3—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Wxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust; provided, that the Trust Administrator shall not be required to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider prepare and file grantor trust tax returns in respect of the Class SWAP-IO Interest such grantor trust unless it receives additional reasonable compensation (not to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (cexceed $10,000 per year) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms Holders of the Class A-2B1 Swap AgreementCE Certificates for the preparation of such filings, cause written notification recognizing the creation of a Swap Termination Payment to be owed to grantor trust and comparable documentation evidencing the Class A-2B1 Swap Providergrantor trust, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)if any. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Nc3)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-HE5, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2HE5—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust; provided, that the Trust Administrator shall not be required to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider prepare and file grantor trust tax returns in respect of the Class SWAP-IO Interest such grantor trust unless it receives additional reasonable compensation (not to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (cexceed $10,000 per year) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms Holders of the Class A-2B1 Swap AgreementCE Certificates for the preparation of such filings, cause written notification recognizing the creation of a Swap Termination Payment to be owed to grantor trust and comparable documentation evidencing the Class A-2B1 Swap Providergrantor trust, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)if any. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He5)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2006-1, Asset-Backed Pass-Through Certificates, Series 20052006-W21.” Such account shall be an Eligible Account and amounts 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, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(e) belowabove, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE C Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2006-1 Asset-Backed Certificates, Series 2006-1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, Trust Administrator a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyCitibank, N.A., as Supplemental Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 20052006-W2WFHE4.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior Prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee or the Trust Administrator on its behalf shall deposit into the Swap Account (for distribution pursuant to 3.05(c)(iSection 4.01(a)(7)): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of the Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyDistribution Amount. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC VI Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC VI Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE Certificates unless and until the amount date when either (a) there is more than one Class CE Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2007-NS1, Asset-Backed Pass-Through Certificates, Series 20052007-W2NS1.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership, provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation for the Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Ns1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.First Franklin Mortgage Loan Trust 2006-FF16, Asset-Backed Pass-Through Certificates, Series 20052006-W2FF16.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator Supplemental Interest Trust Trustee pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Interest Rate Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement interest rate swap agreement. Any Swap Termination Payment received by the Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Supplemental Interest Trust in respect of any New WAC Cap Carry Forward Amounts may have more than a de minimus value.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2006-Ff16)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-1, Asset-Backed Pass-Through Certificates, Series 20052006-W21.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 12 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 12 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall Supplemental Interest Trust be reimbursed by the Trustee pursuant to Section 3.05(c)treated as a grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-NC1, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2NC1—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A., in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A., in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A., in its capacity as Trust Administrator and Ameriquest Mortgage Company. For the Seller. (c) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-Nc1, Mortgage Pass-Through Certificates, Series 2006-Nc1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountWxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-AM2, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2AM2—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Wxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In connection with paragraph 7(i) of the credit support annex, upon the Swap Provider’s failure to post collateral with the Supplemental Interest Trust Trustee, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall provide, no later than the next Business Day after the date such collateral was required to be posted, to the Interest Rate Swap Provider a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset-Backed Securities Trust 2006-Am2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-WMC3, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2WMC3—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In the event that the Swap Provider fails to perform any of its obligations under the Interest Rate Swap Agreement (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 Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the Supplemental Interest Trust Trustee 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 Supplemental Interest Trust, in accordance with the Interest Rate Swap Agreement. In the event that the Swap Provider's obligations are guaranteed at any time by a third party under a guaranty relating to the Interest Rate Swap Agreement (such guaranty the "Guaranty" and such third party the "Guarantor"), then to the extent that the Swap Provider fails to make any payment required under terms of the Interest Rate Swap Agreement, the Supplemental Interest Trust Trustee shall immediately demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty. In the event that the Interest Rate Swap Agreement includes at any time a Credit Support Annex or other credit support document and the Swap Provider requires notice to be provided to it prior to posting collateral pursuant to such credit support document, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall deliver such notice immediately upon the occurrence of any event which would require the posting of collateral by the Swap Provider. Upon any failure by the Swap Provider to post collateral with the Supplemental Interest Trust Trustee as required under any Credit Support Annex or other credit support document, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall provide to the Interest Rate Swap Provider, no later than the next Business Day after the date such collateral was required to be posted, a written notice of such failure. The Supplemental Interest Trust Trustee shall cause any replacement swap provider to provide a copy of the related replacement interest rate swap agreement to the Depositor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Wmc3)

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Swap Account. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, "Swap Account, Deutsche Bank National Trust Company[_], as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Boardwalk Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2[_]." Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the "Swap Administration Agreement"), among Deutsche Bank National Trust Company [_] in its capacity as Trustee, Deutsche Bank National Trust Company [_] in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (ed) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata PRO RATA among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P Certificates, Class R Certificates and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Boardwalk Mortgage Securities Inc.)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountWelxx Xxrgo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-NC2, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2NC2—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Welxx Xxrgo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Welxx Xxrgo Bank, N.A. in its capacity as Swap Administrator, Welxx Xxrgo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In the event that the Swap Provider fails to perform any of its obligations under the Interest Rate Swap Agreement (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 Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the Supplemental Interest Trust Trustee 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 Supplemental Interest Trust, in accordance with the Interest Rate Swap Agreement. In the event that the Swap Provider's obligations are guaranteed at any time by a third party under a guaranty relating to the Interest Rate Swap Agreement (such guaranty the "Guaranty" and such third party the "Guarantor"), then to the extent that the Swap Provider fails to make any payment required under terms of the Interest Rate Swap Agreement, the Supplemental Interest Trust Trustee shall immediately demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty. In the event that the Interest Rate Swap Agreement includes at any time a Credit Support Annex or other credit support document and the Swap Provider requires notice to be provided to it prior to posting collateral pursuant to such credit support document, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall deliver such notice immediately upon the occurrence of any event which would require the posting of collateral by the Swap Provider. Upon any failure by the Swap Provider to post collateral with the Supplemental Interest Trust Trustee as required under any Credit Support Annex or other credit support document, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall provide to the Interest Rate Swap Provider, no later than the next Business Day after the date such collateral was required to be posted, a written notice of such failure. The Supplemental Interest Trust Trustee shall cause any replacement swap provider to provide a copy of the related replacement interest rate swap agreement to the Depositor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Nc2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-AM3, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2AM3—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In the event that the Swap Provider fails to perform any of its obligations under the Interest Rate Swap Agreement (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 Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the Supplemental Interest Trust Trustee 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 Supplemental Interest Trust, in accordance with the Interest Rate Swap Agreement. In the event that the Swap Provider's obligations are guaranteed at any time by a third party under a guaranty relating to the Interest Rate Swap Agreement (such guaranty the "Guaranty" and such third party the "Guarantor"), then to the extent that the Swap Provider fails to make any payment required under terms of the Interest Rate Swap Agreement, the Supplemental Interest Trust Trustee shall immediately demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty. In the event that the Interest Rate Swap Agreement includes at any time a Credit Support Annex or other credit support document and the Swap Provider requires notice to be provided to it prior to posting collateral pursuant to such credit support document, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall deliver such notice immediately upon the occurrence of any event which would require the posting of collateral by the Swap Provider. Upon any failure by the Swap Provider to post collateral with the Supplemental Interest Trust Trustee as required under any Credit Support Annex or other credit support document, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall provide to the Interest Rate Swap Provider, no later than the next Business Day after the date such collateral was required to be posted, a written notice of such failure. (g) The Supplemental Interest Trust Trustee shall cause any replacement swap provider to provide a copy of the related replacement interest rate swap agreement to the Depositor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Am3)

Swap Account. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, "Swap Account, Deutsche Bank National Trust Company[_], as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2[_]." Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the "Swap Administration Agreement"), among Deutsche Bank National Trust Company [_] in its capacity as Trustee, Deutsche Bank National Trust Company [_] in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (ed) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata PRO RATA among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P Certificates, Class R Certificates and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the "Supplemental Interest Trust"), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreements and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap Account"Wells Fargo Bank, Deutsche Bank National X.X. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-HE1, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2HE1--Swap Account." Such account shall be an Eligible 148 Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate a Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the a Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the "Swap Administration Agreement"), among Deutsche Bank National Trust Company Wells Fargo Bank, X.X. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Wells Fargo Bank, X.X. in its capacity as Swap Administrator, Wells Fargo Bank, X.X. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an "outside reserve fund" within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreements shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata PRO RATA among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance 149 to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, Trust Administrator a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche U.S. Bank National Trust CompanyAssociation, as Supplemental Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 20052006-W2NC1.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee or the Trust Administrator on its behalf shall deposit into the Swap Account (for distribution pursuant to 3.05(c)(iSection 4.01(a)(7)): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of the Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyDistribution Amount. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC VI Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC VI Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE Certificates unless and until the amount date when either (a) there is more than one Class CE Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract. The Supplemental Interest Trust Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Interest Rate Swap Agreement. In the event the Interest Rate Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein) (a “Swap Early Termination”), the Supplemental Interest Trust Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Supplemental Interest Trust Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. If the Supplemental Interest Trust Trustee is unable to appoint a successor swap provider within 30 days of the Swap Early Termination, then the Supplemental Interest Trust Trustee will establish, and will deposit any Swap Termination Payment received from the original Swap Provider into, a separate, non-interest bearing reserve account (a “Swap Termination Reserve Account”) and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in the Swap Termination Reserve Account an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with Section 4.01(a)(7).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2007-3, Asset-Backed Pass-Through Certificates, Series 20052007-W23.” Such account shall be an Eligible Account and amounts 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, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) belowSection 4.01(f), pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2007-3)

Swap Account. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Swap Account, Deutsche Bank National Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities IndyMac ABS, Inc., AssetResidential Mortgage-Backed Pass-Through Certificates, Series 2005-W2L2.” Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i3.11(b)(ix): (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. IndyMac Bank, F.S.B. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAPREMIC II Regular Interest LT-Swap-IO Interest to the extent of the amount distributable on such Class SWAPREMIC II Regular Interest LT-Swap-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE C Certificates. (ed) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class Swap-IO Distribution Amount”). A Class Swap-IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class Swap-IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P C and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P C and Class R Certificates) of a Class Swap-IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement, (ii) the Swap Administration Agreement and (iii) $1,000. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trust Administrator. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2005-HE2, Asset-Backed Mortgage Pass-Through Certificates, Series 2005-W2HE2—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A., in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A., in its capacity as Swap Administrator and Ameriquest Mortgage Companythe Seller. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAPREMIC IV Regular Interest Swap-IO Interest to the extent of the amount distributable on such Class SWAPREMIC IV Regular Interest Swap-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2005-He2)

Swap Account. (a) No later than the Closing Date, on behalf of the Trustee Trust Fund, the Securities Administrator shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Swap Account, Deutsche Bank National Trust Company, as Trustee, to be held in trust for the Interest Rate Swap Provider benefit of the Trustee, the Trust Fund and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2.” Certificateholders. Such account shall be an Eligible Account and amounts 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 Trust Fund held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On the Business Day prior to each Distribution Date, prior to any distribution to any Certificate, the Trustee Securities Administrator shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds Distribution Amount and (ii) amounts received by the Trustee from the Swap Administrator, Securities Administrator for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAPCE-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider by the Class CE Certificateholders in respect of a Class IO Distribution CE Shortfall Amount (as defined below). If ) payable by the Trustee fails to pay any Net Swap Payment owed Class A and Mezzanine Certificateholders to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)Class CE Certificateholders. (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder Holders of the Class CE Certificates. The Swap Account shall be an "outside reserve fund" for federal income tax purposes, beneficially owned by such Holders, who shall receive all income thereon or any reimbursement from the Trust REMICs with respect thereto, and not an asset of either Trust REMIC. (d) On the Business Day prior to each Distribution Date, the Securities Administrator will be required to deposit into the Swap Account the Net Swap Payment received from Swap Provider starting from the Distribution Date in August 2006 to (and including) the Distribution Date in July 2011. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV Corresponding Upper Tier Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution CE Shortfall Amount"). A Class IO Distribution CE Shortfall Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution CE Shortfall Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Residual Certificates) of a Class IO Distribution CE Shortfall Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in the Upper Tier REMIC IV and as having been paid by such Holders to the Swap Administrator Trust pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVthe Upper Tier REMIC, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Sg Mortgage Securities Trust 2006-Fre2)

Swap Account. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, "Swap Account, Deutsche Bank National Trust Company[_], as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2[_]." Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the "Swap Administration Agreement"), among Deutsche Bank National Trust Company [_] in its capacity as Trustee, Deutsche Bank National Trust Company [_] in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (ed) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a "Class IO Distribution Amount"). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata PRO RATA among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P Certificates, Class R Certificates and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Argent Securities Inc)

Swap Account. (a) No later than the Closing Date, on behalf of the Trustee Trust Fund, the Securities Administrator shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Swap Account, Deutsche Bank National Trust Company, as Trustee, to be held in trust for the Interest Rate Swap Provider benefit of the Trustee, the Trust Fund and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2.” Certificateholders. Such account shall be an Eligible Account and amounts 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 Trust Fund held pursuant to this Agreement. Amounts therein shall be held uninvested.. 118 Pooling and Servicing Agreement (b) On the Business Day prior to each Distribution Date, prior to any distribution to any Certificate, the Trustee Securities Administrator shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds Distribution Amount and (ii) amounts received by the Trustee from the Swap Administrator, Securities Administrator for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the REMIC III Regular Interest Class SWAPCE-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (d) On the Business Day prior to each Distribution Date, the Securities Administrator will be required to deposit into the Swap Account the Net Swap Payment received from Swap Provider starting from the Distribution Date in June 2006 to (and including) the Distribution Date in May 2011. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator Trust pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV119 Pooling and Servicing Agreement III, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (SG Mortgage Securities Trust 2006-Fre1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2007-4, Asset-Backed Pass-Through Certificates, Series 20052007-W24.” Such account shall be an Eligible Account and amounts 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, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) belowSection 4.01(f), pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2007-4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-HE4, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2HE4—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust; provided, that the Trust Administrator shall not be required to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider prepare and file grantor trust tax returns in respect of the Class SWAP-IO Interest such grantor trust unless it receives additional reasonable compensation (not to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (cexceed $10,000 per year) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms Holders of the Class A-2B1 Swap AgreementCE Certificates for the preparation of such filings, cause written notification recognizing the creation of a Swap Termination Payment to be owed to grantor trust and comparable documentation evidencing the Class A-2B1 Swap Providergrantor trust, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)if any. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-WF2, Asset-Backed Pass-Through Certificates, Series 20052006-W2WF2.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership, provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trustee shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trustee shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trustee shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) For federal tax return and information reporting, the right of the Holders of the Offered Certificates to receive payments from the Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Wf2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-OPT3, Asset-Backed Pass-Through Certificates, Series 20052006-W2OPT3.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(e) belowhereof, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator and Ameriquest Mortgage Companythe majority Holder of the Class C Certificates. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap ProviderSupplemental Interest Trust be treated as a partnership. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Opt3)

Swap Account. (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, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National Trust Company, N.A. as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.MASTR Second Lien Trust 2005-1, Asset-Backed Mortgage Pass-Through Certificates, Series 2005-W2.1—Swap Account(the “Swap Account”). Such account shall be an Eligible Account and amounts therein shall be held uninvested. The Swap Account shall be an asset of the Supplemental Interest Trust, but shall not be an asset of any REMIC. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee Trust Administrator shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee Trust Administrator from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder beneficial owners of the Class CE Certificates. (ed) The Trustee For federal income tax purposes, the Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV Regular Interest regular interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest regular interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in the Master REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests regular interests in REMIC IVthe Master REMIC, but also ownership of an interest in, and obligations with respect to, a notional principal contract. For federal income tax purposes, the Trust Administrator shall treat such notional principal contract as having a value of $10,000 as of the Closing Date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Second Lien Trust 2005-1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreements and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountWxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-HE1, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2HE1—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate a Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the a Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Wxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreements shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trusteemaintain, a separate, segregated trust account to be held in the Supplemental Interest Trust titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.New Century Home Equity Loan Trust, AssetSeries 2005-D, Asset Backed Pass-Through Certificates, Series 2005-W2—Swap Account.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds Distribution Amounts and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Company, in its capacity as Swap Administrator Administrator, Deutsche Bank National Trust Company, in its capacity as Indenture Trustee and Ameriquest Mortgage Companythe Seller. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAPREMIC VI Regular Interest Swap-IO Interest to the extent of the amount distributable on such Class SWAPREMIC VI Regular Interest Swap-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Any Swap Termination Payment triggered by a Swap Provider Trigger Event owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms Swap Agreement will be subordinated to distributions to the Holders of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee Offered Certificates and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to paid as set forth under Section 3.05(c4.01(a)(4)(vi). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE CE-1 Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE CE-1 Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE CE-1 Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE CE-1 Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (New Century Home Equity Loan Trust Series 2005-D)

Swap Account. On the Closing Date, there is hereby established a separate trust (athe “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap Account, Deutsche U.S. Bank National Trust Company, Association as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2005-NC2, Asset-Backed Mortgage Pass-Through Certificates, Series 2005-W2NC2—Swap Account.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) . On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche U.S. Bank National Trust Company Association in its capacity as Supplemental Interest Trust Trustee, Deutsche U.S. Bank National Trust Company Association in its capacity as Swap Administrator Administrator, U.S. Bank National Association in its capacity as Trustee and Ameriquest Mortgage Companythe Seller. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class REMIC VI Regular Interest SWAP-IO Interest to the extent of the amount distributable on such Class REMIC VI Regular Interest SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If It is the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Interest Rate Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Interest Rate Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Trustee Class CE Certificates unless and after consultation with until the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). date when either (ca) On each Distribution Date, prior to there is more than one Class CE Certificateholder or (b) any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee for federal and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE Certificates. (e) Supplemental Interest Trust. The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2005-Nc2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Pass-Through Certificates, Series 20052007-W2HL1.” Such account shall be an Eligible Account and amounts 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 Trust Administrator, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trust Administrator shall deliver to the Supplemental Interest Trust Trustee shall for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee Trust Administrator from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(f) belowabove, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company between Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Administrator and Swap Administrator and Ameriquest Option One Mortgage CompanyCapital Corporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class REMIC 6 Regular Interest SWAP-IO Interest to the extent of the amount distributable on such Class REMIC 6 Regular Interest SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a partnership; provided, that the Trust Administrator shall not be required to the Class A-2B1 Swap Provider on each Distribution Date prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year which shall first not be deemed paid subject to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds or included in the Distribution Account and limitations set forth in Section 8.05) for the preparation of such failure to pay wouldfilings, pursuant to written notification recognizing the terms creation of a partnership agreement or comparable documentation evidencing the Class A-2B1 Swap Agreementpartnership, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Supplemental Interest Trust Trustee shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Interest Rate Swap Agreement. In the event the Interest Rate Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trust Administrator shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trust Administrator shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trust Administrator shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2007-Hl1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-3, Asset-Backed Pass-Through Certificates, Series 20052006-W23.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 7 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 7 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer maySupplemental Interest Trust be treated as a partnership, on behalf provided, that Wxxxx Fargo 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 Trustee and after consultation with preparation of such filings, written notification recognizing the Trusteecreation of a partnership agreement or comparable documentation evidencing the partnership, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trust Administrator shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trust Administrator shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trust Administrator shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trust Administrator shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-3)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-2, Asset-Backed Pass-Through Certificates, Series 20052006-W22.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer maySupplemental Interest Trust be treated as a partnership, on behalf provided, that Xxxxx Fargo 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 Trustee and after consultation with preparation of such filings, written notification recognizing the Trusteecreation of a partnership agreement or comparable documentation evidencing the partnership, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trust Administrator shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trust Administrator shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trust Administrator shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trust Administrator shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) For federal tax return and information reporting, the right of the Holders of the Fixed Rate Certificates and Floating Rate Certificates to receive payments from the Supplemental Interest Trust shall be assigned a value of $13,918,591.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-2)

Swap Account. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplement Interest Trust, a separate, segregated trust account (the “Swap Account”) titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National Trust Company, N.A. as TrusteeSecurities Administrator, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.PHH Alternative Mortgage Trust, AssetSeries 2007-Backed 3, Mortgage Pass-Through Certificates, Series 2005-W2.” —Swap Account”. Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate. For federal and state income tax purposes, the Trustee Class CE Certificateholders shall be deemed to be the owners of the Swap Account. The Swap Account shall be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Senior Certificates and the Subordinate Certificates, all amounts remaining on deposit in the Swap Account shall be released by the Trust and distributed to the Class CE Certificateholders. The Swap Account shall be part of the Trust but not part of any REMIC. Upon receipt of any amounts paid under the Swap Agreement, and following any distributions of Net Monthly Excess Cashflow pursuant to Section 4.1(a)(iii) above, withdrawals from the Reserve Fund pursuant to Section 4.1(a)(iv) above, the Securities Administrator shall deposit such amounts into the Swap Account for distribution pursuant to 3.05(c)(i): Section 4.1(a)(vii) above. In the event that the Swap Agreement is terminated prior to the Termination Date (ias defined in the Swap Agreement), the Trustee on behalf of the Supplemental Interest Trust, at the direction of the Depositor, shall use reasonable efforts to appoint a successor swap provider using any Swap Termination Payments paid by the Swap Provider. To the extent the Supplemental Interest Trust is required to pay a Swap Termination Payment to the Swap Provider, all or a portion of such amount received from a replacement swap provider upon entering into a replacement interest rate swap agreement or similar agreement will be applied to the Swap Termination Payment owing to the Swap Provider, and any remaining portion will be distributed to Certificateholders according to the order of priorities of Section 4.1(a)(vii) above. If the Trustee on behalf of the Supplemental Interest Trust is unable to locate a qualified successor swap provider, any such Swap Termination Payments will be deposited in the Swap Account and the Securities Administrator, on each subsequent Distribution Date (until the termination date of the Swap Agreement or the appointment of a successor swap provider), will withdraw the amount of any Net Swap Payment or Swap Termination Payment owed due to the Supplemental Interest Rate Swap Provider Trust (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) calculated in accordance with the terms of this the Swap Agreement. Any payments ) and distribute such Net Swap Payment to the Certificates from amounts deemed received in respect holders of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV, but also ownership of an interest in, and obligations accordance with respect to, a notional principal contractSection 4.1.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PHH Alternative Mortgage Trust, Series 2007-3)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, Trust Administrator a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyCitibank, N.A., as Supplemental Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities the Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series 20052007-W2AHL3.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior Prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee or the Trust Administrator on its behalf shall deposit into the Swap Account (for distribution pursuant to 3.05(c)(iSection 4.01(a)(6)): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of the Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyDistribution Amount. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC VI Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC VI Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee CE Certificates unless and until the amount date when either (a) there is more than one Class CE Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by CE Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IOtreated as a partnership. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause Supplemental Interest Trust becomes characterized as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For partnership for federal income tax purposes, the Trust Administrator shall (i) obtain, or cause to be obtained, a taxpayer identification number for the Supplemental Interest Trust, (ii) prepare and file, or cause to be prepared and filed, any necessary federal, state or local tax returns for the Supplemental Interest Trust and (iii) prepare and provide to any requesting withholding agent, or cause to be prepared and provided to any requesting withholding agent, any necessary withholding tax form. The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). As of the Closing Date, it is the intention of the parties hereto, that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a partnership. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ahl3)

Swap Account. (a) No later than the Closing Date, on behalf of the Trustee Trust Fund, the Securities Administrator shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Swap Account, Deutsche Bank National Trust Company, as Trustee, to be held in trust for the Interest Rate Swap Provider benefit of the Trustee, the Trust Fund and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2.” Certificateholders. Such account shall be an Eligible Account and amounts 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 Trust Fund held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee Securities Administrator shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Securities Administrator for distribution in accordance with subsection (ed) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the REMIC II Regular Interest Class SWAPCE-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (d) On each Distribution Date, the Securities Administrator will be required to deposit into the Swap Account the Net Swap Payment received from Swap Provider starting from the Distribution Date in June 2006 to (and including) the Distribution Date in November 2010 and the amount received from the Yield Maintenance Agreement Provider until the Distribution Date in May 2006. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Class R Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV II Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV II and as having been paid by such Holders to the Swap Administrator Trust pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVII, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (SG Mortgage Securities Trust 2005-Opt1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2007-WMC1, Asset-Backed Pass-Through Certificates, Series 20052007-W2WMC1.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership, provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation for the Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Wmc1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2007-OPT3, Asset-Backed Pass-Through Certificates, Series 20052007-W2OPT3.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanySection 4.01 hereof. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 4 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV4, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt3)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2006-EQ2, Asset-Backed Pass-Through Certificates, Series 20052006-W2EQ2.” Such account shall be an Eligible Account and amounts 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 Trust Administrator held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 6 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 6 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer maySupplemental Interest Trust be treated as a partnership, on behalf provided, that the Trust Administrator 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 Trustee and after consultation with preparation of such filings, written notification recognizing the Trusteecreation of a partnership agreement or comparable documentation evidencing the partnership, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 2 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 4 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV2, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) The Trust Administrator shall, at the direction of the Depositor, enforce all of its rights and exercise any remedies under the Swap Agreement. In the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), the Trust Administrator shall, at the direction of the Depositor, appoint a replacement counterparty to enter into a replacement swap agreement. The Trust Administrator shall have no responsibility with regard to the selection of a replacement swap provider or the negotiation of a replacement swap agreement. Any Swap Termination Payment received by the Trust Administrator shall be deposited in the Swap Account and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Provider. (g) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Eq2)

Swap Account. (a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Swap Account, Deutsche Bank National Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052006-W2M1.” Such account shall be an Eligible Account and amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage Company. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates. (ed) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P Certificates, Class R Certificates and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IVIII, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (e) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account and the Swap Account be disregarded as entities separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account or the Swap Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account and the Swap Account be treated as assets of a grantor trust. (f) In connection with paragraph 7(i) of the ISDA Credit Support Annex (as defined in the definition of Interest Rate Swap Agreement herein), upon the Interest Rate Swap Provider’s failure to post collateral with the Trustee, the Trustee (to the extent it has actual knowledge) shall provide, no later than the next Business Day after the date such collateral was required to be posted, to the Interest Rate Swap Provider a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Argent Securities Trust 2006-M1)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2007-OPT4, Asset-Backed Pass-Through Certificates, Series 20052007-W2OPT4.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On Prior to each Distribution Date, Date and prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanySection 4.01 hereof. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 8 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 8 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 5 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Floating Rate Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 5 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV5, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt4)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2007-2, Asset-Backed Pass-Through Certificates, Series 20052007-W22.” Such account shall be an Eligible Account and amounts 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, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) belowSection 4.01(f), pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If treated as a partnership; provided, that the Trustee fails shall not be required to pay any Class A-2B1 Swap Fee owed 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 Class A-2B1 Swap Provider and preparation of such failure to pay is not related to insufficient funds in filings, written notification recognizing the Distribution Account and such failure to pay wouldcreation of a partnership agreement or comparable documentation evidencing the partnership, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Providerif any. The NIMS Insurer shall Supplemental Interest Trust will be reimbursed by an “outside reserve fund” within the Trustee pursuant to meaning of Treasury Regulation Section 3.05(c1.860G-2(h). (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2007-2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, itself a separate, segregated trust account titled, “Swap AccountXxxxx Fargo Bank, Deutsche Bank National N.A. as Supplemental Interest Trust Company, as Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent MASTR Asset Backed Securities Inc.Trust 2006-WMC2, Asset-Backed Mortgage Pass-Through Certificates, Series 20052006-W2WMC2—Swap Account.” Such account shall be an Eligible Account and amounts 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 Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap AdministratorProvider, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trust Trustee, Deutsche Bank National Trust Company Xxxxx Fargo Bank, N.A. in its capacity as Swap Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator and Ameriquest Mortgage Companythe Seller. (c) The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). For It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class CE 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 the Class CE Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, any amounts paid to in which case it is the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect intention of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administratorparties hereto that, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal and state income and state and local franchise tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first Supplemental Interest Trust be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause treated as a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c)grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE CE, Class R and Class R R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P P, Class R and Class R R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV III and as having been paid by such Holders to the Swap Trust Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P P, Class R and Class R R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III or REMIC IV, but also ownership of an interest in, and obligations with respect to, a notional principal contract. (f) In connection with paragraph 7(i) of the credit support annex, upon the Swap Provider’s failure to post collateral with the Supplemental Interest Trust Trustee, the Supplemental Interest Trust Trustee (to the extent it has actual knowledge) shall provide, no later than the next Business Day after the date such collateral was required to be posted, to the Interest Rate Swap Provider a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Wmc2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders of Argent Securities Inc.Option One Mortgage Loan Trust 2006-2, Asset-Backed Pass-Through Certificates, Series 20052006-W22.” Such account shall be an Eligible Account and amounts 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, in its capacity as Supplemental Interest Trust Trustee, held pursuant to this Agreement. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deliver to the Supplemental Interest Trust Trustee for deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Administrator, for distribution in accordance with subsection (eSection 4.01(e) belowabove, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company Wxxxx Fargo Bank, N.A. in its capacity as Supplemental Interest Trustee, Deutsche Bank National Trust Company in its capacity as Trustee and Swap Administrator and Ameriquest Option One Mortgage CompanyCorporation (in substantially the form attached hereto as Exhibit N). For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO Interest to the extent of the amount distributable on such Class SWAP-IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the Class A-2B1 Swap Fee and the amount of any Swap Termination Payment owed to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Class A-2B1 Swap Agreement, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (d) For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE C Certificates. (d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the amount of interest otherwise payable to such Certificates, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CEC, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CEC, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust Series 2006-2)

Swap Account. (a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the Interest Rate Swap Provider and the Class A-2B1 Swap Provider and the registered holders Certificateholders of Argent Securities Inc.Soundview Home Loan Trust 2005-4, Asset-Backed Pass-Through Certificates, Series 2005-W24.” Such account shall be an Eligible Account and amounts 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. Amounts therein shall be held uninvested. (b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account pursuant to 3.05(c)(i): Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Interest Rate Swap Provider (after taking into account any upfront payment received by the Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement, dated as of the Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust Company in its capacity as Trustee, Deutsche Bank National Trust Company in its capacity as Swap Administrator and Ameriquest Mortgage CompanyFunds. For federal income tax purposes, any amounts paid to the Interest Rate Swap Provider on each Distribution Date shall first be deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-REMIC 7 Regular Interest SWAP IO Interest to the extent of the amount distributable on such Class SWAP-REMIC 7 Regular Interest SWAP IO Interest on such Distribution Date, and any remaining amount shall be deemed paid to the Interest Rate Swap Provider in respect of a Class IO Distribution Amount (as defined below). If the Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Net Swap Payment owed to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the Trustee pursuant to Section 3.05(c). (c) On each Distribution DateIt is the intention of the parties hereto that, prior to any distribution to any Certificatefor federal and state income and state and local franchise tax purposes, the Trustee shall deposit into Supplemental Interest Trust be disregarded as an entity separate from the Swap Account pursuant to 3.05(c)(i): (i) Holder of the Class A-2B1 Swap Fee C Certificates unless and until the amount date when either (a) there is more than one Class C Certificateholder or (b) any Class of any Swap Termination Payment owed Certificates in addition to the Class A-2B1 Swap Provider (after taking into account any upfront payment received by C Certificates is recharacterized as an equity interest in the Supplemental Interest Rate Swap Provider or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement) from funds collected and received with respect to the Group II Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee from the Swap Administrator, Trust for distribution in accordance with subsection (e) below, pursuant to the Swap Administration Agreement. For federal income tax purposes, any amounts paid to in which case it is the Class A-2B1 Swap Provider on each Distribution Date shall first be deemed paid to REMIC VIII Regular Interest Class A-2B1 Swap-IO. If the Trustee fails to pay any Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider and such failure to pay is not related to insufficient funds in the Distribution Account and such failure to pay would, pursuant to the terms intention of the Class A-2B1 Swap Agreementparties hereto that, cause a Swap Termination Payment to be owed to the Class A-2B1 Swap Providerfor federal and state income and state and local franchise tax purposes, the NIMS Insurer may, on behalf of the Trustee and after consultation with the Trustee, pay such Class A-2B1 Swap Fee owed to the Class A-2B1 Swap Provider. The NIMS Insurer shall Supplemental Interest Trust be reimbursed by the Trustee pursuant to Section 3.05(c)treated as a grantor trust. (d) For federal income tax purposesTo the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Account Agreement shall be owned by the majority Holder deemed to be an obligation of the Class CE CertificatesSupplemental Interest Trust. (e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE C and Class R Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC IV 3 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such CertificatesCertificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Class R Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC IV 3 and as having been paid by such Holders to the Swap Administrator pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Class R Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC IV3, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2005-4, Asset-Backed Certificates, Series 2005-4)

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