Common use of The Swap Agreement; Supplemental Interest Trust Clause in Contracts

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Trustee shall establish and maintain in the name of the Supplemental Interest Trust Trustee, as a separate trust for the benefit of the Certificates, the Supplemental Interest Trust. The Supplemental Interest Trust shall hold the Swap Agreement and the Swap Account. The Swap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On or prior to the Closing Date, the Supplemental Interest Trust Trustee, is hereby directed to enter into the Swap Agreement for the benefit of the Holders of the Certificates. The Swap Agreement will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. On each Distribution Date, the Supplemental Interest Trust Trustee shall deposit any Net Swap Payments paid by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account. (c) Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger Event) owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 Regular Interest IO to the extent of the amount distributable on such REMIC 4 Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Counterparty in respect of a Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y. (d) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b), 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. (f) On each Distribution Date, the Trustee shall distribute amounts on deposit in the Swap Account to pay the following amounts: (i) to the Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and (ii) to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, any applicable Deferred Amounts, with interest therein at the applicable Pass-Through Rate, prior to giving effect to amounts available to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through M. on such Distribution Date. (iii) to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F Certificates, on a pro rata basis, and then to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, any Basis Risk Shortfall; (g) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The Class X-1 Certificateholders will be the owner of the Swap Account for federal tax purposes and the Majority in Interest Class X-1 Certificateholder shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.11(g) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Swap Account shall be distributed to the Class X-1 Certificateholders. (h) Amounts paid under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in the Swap Account and may be available on future Distribution Dates to make the payments described in Section 4.11(f). On the Distribution Date on which the aggregate Class Principal Balance of the Certificates is reduced to zero, any amounts remaining in the Swap Account shall be released to the Class X-1 Certificateholders.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Home Equity Mortgage Trust 2005-5), Pooling and Servicing Agreement (Home Equity Mortgage Trust 2005-5)

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The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Trustee Depositor shall establish the Supplemental Interest Trust, pursuant to the provisions of the Agreement and maintain in the name laws of the State of New York, which shall be maintained pursuant to the Agreement, as a separate trust, to be known, for convenience, as “ChaseFlex 2007-2 Supplemental Interest Trust.” The corpus of the Supplemental Interest Trust Trustee, as a separate trust shall be held by the Supplemental Interest Trust Trustee for the benefit of the Certificatesholders of the Certificates as a segregated subtrust of the Trust Fund, the Supplemental Interest Trust. The Supplemental Interest Trust which shall hold the Yield Maintenance Agreement, the Swap Agreement and the Swap Supplemental Interest Trust Account. The Swap Account shall be an Eligible Account, and funds on deposit therein Funds deposited within the Supplemental Interest Trust shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys of the Supplemental Interest Trust Trustee held by the Trustee pursuant to this Agreement. (b) . In no event shall any funds deposited in the Supplemental Interest Trust be credited to or made available to any other account of the Trust Fund. The records of the Paying Agent shall at all times reflect that the Supplemental Interest Trust is a subtrust of the Trust Fund, the assets of which are segregated from other assets of the Trust Fund. On or prior to the Closing Date, the Supplemental Interest Trust TrusteeTrustee shall establish an account (the “Supplemental Interest Trust Account”), is hereby directed which shall be an Eligible Account within the Supplemental Interest Trust. Any Swap Termination Payments or Net Swap Payments received from the Swap Counterparty and any payments received from the Yield Maintenance Agreement Counterparty pursuant to enter Section 5.29 above will be deposited into the Supplemental Interest Trust Account. Certain distributions to the Certificateholders and any Swap Agreement for Termination Payments or Net Swap Payments owed to the benefit of the Holders of the Certificates. The Swap Agreement Counterparty will be an asset paid out of the Supplemental Interest Trust but will Account. The Supplemental Interest Trust Trustee is hereby directed by the Depositor to execute the Swap Agreement on behalf of the Supplemental Interest Trust in the form presented to it by the Depositor and shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. The Supplemental Interest Trust Trustee shall have all of the rights and protections of the Trustee hereunder. The Supplemental Interest Trust Trustee shall use reasonable efforts to enforce all of the rights of the Supplemental Interest Trust and exercise any remedies under the Swap Agreement and, 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 in the Swap Agreement), find a replacement counterparty to enter into a replacement swap agreement utilizing the amounts of the net Swap Termination Payments received. For each Distribution Date, through and including the Distribution Date in July 2017, the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust Trustee shall, based on the “significance estimate” (as defined in Regulation AB and which shall be provided to the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust by the Depositor within five (5) Business Days prior to the Distribution Date), calculate the “significance percentage” (as defined in Regulation AB) of the Swap Agreement and the Yield Maintenance Agreement. If on any such Distribution Date, the Significance Percentage relating to either of the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 9%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor, on behalf of the Supplemental Interest Trust Trustee, shall obtain the financial information required to be delivered by the Swap Counterparty or the Yield Maintenance Agreement Counterparty, as applicable, pursuant to the terms of the Swap Agreement or Yield Maintenance Agreement, as applicable. If, on any succeeding Distribution Date through and including the Distribution Date in July 2017, the “significance percentage” relating to the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 10%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor shall, within five (5) Business Days of such Distribution Date, deliver to the Paying Agent the financial information provided to it by the Swap Counterparty or Yield Maintenance Agreement Counterparty, as applicable, in Exxxx-compatible format for inclusion in the Form 10-D relating to such Distribution Date. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee from the Swap Counterparty shall be deposited in the Supplemental Interest Trust 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 Counterparty. Notwithstanding anything contained herein, in the event that a replacement swap agreement cannot be obtained within thirty (30) days after receipt by the Supplemental Interest Trust Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, segregated non-interest bearing subtrust established by the Supplemental Interest Trust Trustee and the Supplemental Interest Trust Trustee shall, on each Distribution Date following receipt of such Swap Termination Payment, withdraw from such subtrust, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the original Swap Agreement) and distribute such amount in accordance with Section 4.04(l)(i)-(viii) of this Agreement. Any such subtrust shall not be an asset of any REMIC. On each any Distribution Date (or in the case of any Net Swap Payments, on the related Swap Payment Date), any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of and any Net Swap Payments or Swap Termination Payments received from the Swap Counterparty will be deposited into the Supplemental Interest Trust Trustee Account. Neither the Supplemental Interest Trust nor the Supplemental Interest Trust Account will be an asset of any REMIC. After giving effect to any distributions pursuant to Section 6.01(c), funds on deposit in the Supplemental Interest Trust Account shall deposit any Net Swap Payments paid be distributed in the following order of priority by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account.: (ci) To cover any Net Swap Payments and any Swap Termination Payments (other than a Defaulted Swap Termination Payments resulting from a Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger EventPayment) owed to the Counterparty pursuant to Swap Counterparty, not previously paid with Interest Remittance Amounts; (ii) To the Swap Agreement Class A Certificates, the related Basis Risk Shortfall Carryover Amount for each such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 Regular Interest IO to the extent of the amount distributable on such REMIC 4 Regular Interest IO on Class for such Distribution Date, and any remaining amount shall be deemed paid to on a pro rata basis based on the Counterparty in respect entitlement of a each such Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y.this clause (ii); (diii) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b)Sequentially, 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. (f) On each Distribution Date, the Trustee shall distribute amounts on deposit in the Swap Account to pay the following amounts: (i) to the Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and (ii) to the Class X-0M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7B-1, Class M-8, Class M-9 B-2 and Class B-1 B-3 Certificates, in that order, any applicable Deferred remaining Basis Risk Shortfall Carryover Amounts, with interest therein at ; (iv) Up to a total amount necessary to restore the applicable Pass-Through RateOvercollateralization Target Amount, prior first, to giving effect the Class A Certificates, in accordance with the priority described under Section 6.01(b) and, second, to amounts available the Class M and Class B Certificates, sequentially, in accordance with the priority described under Section 6.01(b) in an amount necessary to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through M. on such Distribution Daterestore the applicable Overcollateralization Target Amount. (iiiv) to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F A Certificates, on a pro rata basisbased on amounts due, and then in an amount equal to the unpaid Interest Shortfall allocable to each such Class; (vi) to the Class X-0A Certificates, Xxxxx X-0pro rata based on amounts due, in an amount equal to the Unpaid Realized Loss Amount allocable to each such Class; (vii) to the Class M-3M-1 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (viii) to the Class M-4M-1 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (ix) to the Class M-5M-2 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (x) to the Class M-6M-2 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xi) to the Class M-7M-3 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xii) to the Class M-8M-3 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xiii) to the Class M-9 and M-4 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xiv) to the Class M-4 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xv) to the Class M-5 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xvi) to the Class M-5 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xvii) to the Class M-6 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xviii) to the Class M-6 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xix) to the Class B-1 Certificates, in that order, any Basis Risk Shortfallan amount equal to the unpaid Interest Shortfall allocable to such Class; (gxx) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The B-1 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xxi) to the Class X-1 Certificateholders will be B-2 Certificates, in an amount equal to the owner unpaid Interest Shortfall allocable to such Class; (xxii) to the Class B-2 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xxiii) to the Class B-3 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xxiv) to the Class B-3 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xxv) to the holders of the Swap Account for federal tax purposes Class A Certificates, pro rata, in an amount equal to each such Class’ previously allocated and the Majority in not reimbursed share of Net Interest Class X-1 Certificateholder shall direct the Trustee in writing as Shortfalls, if any; (xxvi) to the investment Class M-1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxvii) to the Class M-2 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxviii) to the Class M-3 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxix) to the Class M-4 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxx) to the Class M-5 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxxi) to the Class M-6 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxxii) to the Class B-1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxxiii) to the Class B-2 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxxiv) to the Class B-3 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; and (xxxv) to the Class CE Certificates any remaining amounts. Notwithstanding the foregoing, however, the sum of all cumulative amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made distributed pursuant to this Section 4.11(gclauses (iv), (vi), (viii), (x), (xii), (xiv), (xvi), (xviii), (xx), (xxii) and (other than as obligor on any such investments)xxiv) above will not exceed the cumulative amount of all Realized Losses incurred. Upon termination of the Trust Fund, any amounts remaining in the Swap Account Supplemental Interest Trust shall be distributed pursuant to the Class X-1 Certificateholders. (h) Amounts paid priorities set forth in this Section 5.30(a). With respect to the failure of the Swap Counterparty to perform any of its obligations under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in Agreement, the breach by the Swap Account Counterparty of any of its representations and may be available on future Distribution Dates warranties made pursuant to the Swap Agreement, or the termination of the Swap Agreement, the Supplemental Interest Trust Trustee shall send any notices and make any demands required hereunder (to the payments described in Section 4.11(fextent that a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge or written notice of any such failure, breach or termination). On the Distribution Date on Closing Date, the Swap Counterparty and the Supplemental Interest Trust Trustee (which is hereby authorized and directed to enter into such credit support annex) will enter into a credit support annex in relation to the aggregate Class Principal Balance Swap Agreement, which annex is intended to protect the Supplemental Interest Trust from certain ratings downgrades that might hinder the ability of the Certificates is reduced Swap Counterparty to zerocontinue its obligations under the Swap Agreement. Pursuant to and in accordance with the terms and provisions of the Swap Agreement, the Swap Counterparty may be required to post additional collateral in connection with its obligations under the Swap Agreement. In connection with the foregoing, on the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain a Swap Posted Collateral Account. To the extent that the Swap Counterparty remits any amounts remaining Posted Collateral to the Supplemental Interest Trust Trustee under the Swap Agreement, the Supplemental Interest Trust Trustee shall, upon receipt of the Posted Collateral, deposit the Posted Collateral into the Swap Posted Collateral Account and shall hold, release and disburse such collateral in accordance with the terms and provisions of the Swap Agreement. Where a termination event occurs with respect to the Swap Counterparty under the Swap Agreement, or where the Swap Counterparty fulfills certain obligations to the Supplemental Interest Trust such as finding a replacement swap counterparty or a guarantor that meets established criteria of the Rating Agencies, the Supplemental Interest Trust Trustee shall make payments from the Swap Posted Collateral Account in accordance with the provisions of the Swap Agreement. Amounts held in the Swap Posted Collateral Account will not be part of the Trust Fund and will not be available for distribution to any Certificateholders, except to the extent distributed to the Supplemental Interest Trust pursuant to the Swap Agreement. Any funds held in the Swap Posted Collateral Account shall be released invested by the Supplemental Interest Trust Trustee in Permitted Investments in accordance with the written instructions of the Swap Counterparty. Absent receipt by the Supplemental Interest Trust Trustee of written instructions from the Swap Counterparty, such funds shall remain uninvested. Any earnings shall be remitted to the Class X-1 CertificateholdersSwap Counterparty in accordance with the Swap Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (ChaseFlex Trust Series 2007-2), Pooling and Servicing Agreement (ChaseFlex Trust Series 2007-2)

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain in the name of the Supplemental Interest Trust Trustee, as a separate trust for the benefit of the Certificates, the Supplemental Interest Trust. The Supplemental Interest Trust shall hold the Swap Agreement and the Swap Account. The Swap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On or prior to the Closing Date, the Supplemental Interest Trust Trustee, is hereby directed to enter into the Swap Agreement for the benefit of the Holders of the Certificates. The Swap Agreement will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. On each Distribution Date, the Supplemental Interest Trust Trustee shall deposit any Net Swap Payments paid by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account. (c) Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) payable by the Supplemental Interest Trust Trustee, to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 Regular Interest IO to the extent of the amount distributable on such REMIC 4 Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Counterparty in respect of a Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y.4.02(b)(iv)CC. (d) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b), 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. In addition, any payments received from a replacement swap counterparty as payment to enter a replacement transaction shall be used to pay any termination payments still owing to the Counterparty. In the event that a replacement swap agreement is not obtained within 30 days after receipt by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, of the Swap Termination Payment paid by the original Counterparty, the Supplemental Interest Trust Trustee will deposit such Swap Termination Payment into the Swap Account and will, on each Distribution Date, withdraw from 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 Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in the priority set forth below. (f) On each Distribution Date, the Trustee shall distribute amounts on deposit in the Swap Account to pay the following amounts: (i) to the Class A-1, Class A-2, Class A-3 and Class A-R Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for each such class and such Distribution Date, after giving effect to distributions of such amounts pursuant to Section 4.02(b)(i)B., solely to the extent of the interest portion of any Realized Losses; (ii) to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates, in that order, Current Interest and any Carryforward Interest for each such class and such Distribution Date, after giving effect to distributions of such amounts pursuant to Section 4.02(b)(i)C. through N., solely to the extent of the interest portion of any Realized Losses; (iii) to the Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and; (iiiv) to the Class X-0M-1, Xxxxx X-0Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 M-9, Class M-10, Class B-1 and Class B-1 B-2 Certificates, in that order, any applicable Deferred Amounts, with interest therein at the applicable Pass-Through Rate, prior to giving effect to amounts available to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through M. O. on such Distribution Date.; and (iiiv) to the Class A-1AA-1, Class A-1F1, Class A-1F2, Class A-2A A-2 and Class A-2F A-3 Certificates, on a pro rata basis, and then to the Class X-0M-1, Xxxxx X-0Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 M-9, Class M-10, Class B-1 and Class B-1 B-2 Certificates, in that order, any Basis Risk Shortfall;. (g) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The Class X-1 Certificateholders will be the owner of the Swap Account for federal tax purposes and the Majority in Interest Class X-1 Certificateholder shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.11(g) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Swap Account shall be distributed to the Class X-1 Certificateholders. (h) Amounts paid under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in the Swap Account and may be available on future Distribution Dates to make the payments described in Section 4.11(f). On the Distribution Date on which the aggregate Class Principal Balance of the Certificates is reduced to zero, any amounts remaining in the Swap Account shall be released to the Class X-1 Certificateholders. (i) In connection with paragraph 7(i) of the ISDA credit support annex, upon the Counterparty'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 Counterparty a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Home Equity Mortgage Pass-Through Certificates, Series 2006-3)

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain in the name of the Supplemental Interest Trust Trustee, as a separate trust for the benefit of the Certificates, the Supplemental Interest Trust. The Supplemental Interest Trust shall hold the Swap Agreement and the Swap Account. The Swap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On or prior to the Closing Date, the Supplemental Interest Trust Trustee, Trustee is hereby directed to enter into the Swap Agreement for the benefit of the Holders of the Certificates. The Swap Agreement will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. On each Distribution Date, the Supplemental Interest Trust Trustee shall deposit any Net Swap Payments paid by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account. (c) Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) payable by the Supplemental Interest Trust Trustee, Trustee to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 Regular Interest IO to the extent of the amount distributable on such REMIC 4 Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Counterparty in respect of a Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y.4.02(b)(iv)AA. (d) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b), 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. In addition, any payments received from a replacement swap counterparty as payment to enter a replacement transaction shall be used to pay any termination payments still owing to the Counterparty. In the event that a replacement swap agreement is not obtained within 30 days after receipt by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, of the Swap Termination Payment paid by the original Counterparty, the Supplemental Interest Trust Trustee will deposit such Swap Termination Payment into the Swap Account and will, on each Distribution Date, withdraw from 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 Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in the priority set forth below. (f) On each Distribution Date, the Trustee shall distribute amounts on deposit in the Swap Account to pay the following amounts: (i) to the Class A-1, Class A-2, Class A-3 and Class A-R Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for each such class and such Distribution Date, after giving effect to distributions of such amounts pursuant to Section 4.02(b)(i)B., solely to the extent of the interest portion of any Realized Losses; (ii) to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, in that order, Current Interest and any Carryforward Interest for each such class and such Distribution Date, after giving effect to distributions of such amounts pursuant to Section 4.02(b)(i)C. through M., solely to the extent of the interest portion of any Realized Losses; (iii) to the Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and; (iiiv) to the Class X-0M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 M-9, Class B-1 and Class B-1 B-2 Certificates, in that order, any applicable Deferred Amounts, with interest therein at the applicable Pass-Through Rate, prior to giving effect to amounts available to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through M. N. on such Distribution Date.; and (iiiv) to the Class A-1AA-1, Class A-1F1, Class A-1F2, Class A-2A A-2 and Class A-2F A-3 Certificates, on a pro rata basis, and then to the Class X-0M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 M-9, Class B-1 and Class B-1 B-2 Certificates, in that order, any Basis Risk Shortfall;. (g) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Swap Account be disregarded as an entity separate from the Holder of the Class X-1 Certificateholders will be Certificates unless and until the owner date when either (a) there is more than one Class X-1 Certificateholder or (b) any Class of Certificates in addition to the Class X-1 Certificates is recharacterized as an equity interest in the Swap Account for federal income tax purposes 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 Swap Account be treated as a partnership. The Majority in Interest Class X-1 Certificateholder shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.11(g) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Swap Account shall be distributed to the Class X-1 Certificateholders. (h) Amounts paid under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in the Swap Account and may be available on future Distribution Dates to make the payments described in Section 4.11(f). On the Distribution Date on which the aggregate Class Principal Balance of the Certificates is reduced to zero, any amounts remaining in the Swap Account shall be released to the Class X-1 Certificateholders. (i) In connection with paragraph 7(i) of the ISDA credit support annex, upon the Counterparty'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 Counterparty a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Home Equity Mortgage Pass-Through Certificates, Series 2006-4)

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain in the name of the Supplemental Interest Trust Trustee, as a separate trust for the benefit of the Certificates, the Supplemental Interest Trust. The Supplemental Interest Trust shall hold the Swap Agreement and the Swap Account. The Swap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On or prior to the Closing Date, the Supplemental Interest Trust Trustee, Trustee is hereby directed to enter into the Swap Agreement for the benefit of the Holders of the Certificates. The Swap Agreement will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. On each Distribution Date, the Supplemental Interest Trust Trustee shall deposit any Net Swap Payments paid by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account. (c) Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) payable by the Supplemental Interest Trust Trustee, Trustee to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 5 Regular Interest IO to the extent of the amount distributable on such REMIC 4 5 Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Counterparty in respect of a Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y.4.02(b)(iv)AA. (d) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b), 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. In addition, any payments received from a replacement swap counterparty as payment to enter a replacement transaction shall be used to pay any termination payments still owing to the Counterparty. In the event that a replacement swap agreement is not obtained within 30 days after receipt by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, of the Swap Termination Payment paid by the original Counterparty, the Supplemental Interest Trust Trustee will deposit such Swap Termination Payment into the Swap Account and will, on each Distribution Date, withdraw from 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 Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in the priority set forth below. (f) On each Distribution Date, the Trustee shall distribute amounts on deposit in the Swap Account to pay the following amounts: (i) to the Class A-1, Class A-2, Class A-3, Class A-IO and Class A-R Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for each such class and such Distribution Date, after giving effect to distributions of such amounts pursuant to Section 4.02(b)(i)B.; (ii) to the Class M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, Current Interest and any Carryforward Interest for each such class and such Distribution Date, after giving effect to distributions of such amounts pursuant to Section 4.02(b)(i)C. through L.; (iii) to the Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and; (iiiv) to the Class X-0M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, any applicable Deferred Amounts, with interest therein at the applicable Pass-Through Rate, prior to giving effect to amounts available to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. 4.02(b)(iv)E. through M. N. on such Distribution Date.; and (iiiv) to the Class A-1AA-1, Class A-1F1A-2, Class A-1F2, Class A-2A A-3 and Class A-2F A-IO Certificates, on a pro rata basis, and then to the Class X-0M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, any Basis Risk Shortfall;, prior to giving effect to amounts available to be paid in respect of Basis Risk Shortfalls as described in Section 4.02(b)(iv)O. through Y. on such Distribution Date. (g) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Swap Account be disregarded as an entity separate from the Holder of the Class X-1 Certificateholders will be Certificates unless and until the owner date when either (a) there is more than one Class X-1 Certificateholder or (b) any Class of Certificates in addition to the Class X-1 Certificates is recharacterized as an equity interest in the Swap Account for federal income tax purposes 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 Swap Account be treated as a partnership. The Majority in Interest Class X-1 Certificateholder shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.11(g) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Swap Account shall be distributed to the Class X-1 Certificateholders. (h) Amounts paid under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in the Swap Account and may be available on future Distribution Dates to make the payments described in Section 4.11(f). On the Distribution Date on which the aggregate Class Principal Balance of the Certificates is reduced to zero, any amounts remaining in the Swap Account shall be released to the Class X-1 Certificateholders. (i) In connection with paragraph 7(i) of the ISDA credit support annex, upon the Counterparty'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 Counterparty a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Home Equity Mortgage Trust 2006-5)

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain in the name of the Supplemental Interest Trust Trustee, as a separate trust for the benefit of the Certificates, the Supplemental Interest Trust. The Supplemental Interest Trust shall hold the Swap Agreement and the Swap Account. The Swap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On or prior to the Closing Date, the Supplemental Interest Trust Trustee, Trustee is hereby directed to enter into the Swap Agreement for the benefit of the Holders of the Certificates and to exercise the rights, perform the obligations, and make representations of Party B thereunder, solely, in its capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined therein) and not in its individual capacity. The Seller, the Servicer, the Depositor and the Holders of the Certificates (by acceptance of their Certificates) acknowledge and agree that: (i) the Supplemental Interest Trust Trustee shall execute and deliver the Swap Agreement on behalf of Party B (as defined therein), and (ii) the Supplemental Interest Trust Trustee shall exercise the rights, perform the obligations, and make the representations of Party B thereunder, solely in its capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined therein) and not in its individual capacity. The Swap Agreement will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. On each Distribution Date, the Supplemental Interest Trust Trustee shall deposit any Net Swap Payments paid by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account. (c) Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) payable by the Supplemental Interest Trust Trustee, Trustee to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 Regular the Class IO Interest IO to the extent of the amount distributable on such REMIC 4 Regular Class IO Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Counterparty in respect of a Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, A Certificates and Class M and Class B Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y.4.02(b)(iv)W. (d) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b), 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. (f) On . In addition, any payments received from a replacement swap counterparty as payment to enter a replacement transaction shall be used to pay any termination payments still owing to the Counterparty. In the event that a replacement swap agreement is not obtained within 30 days after receipt by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, of the Swap Termination Payment paid by the original Counterparty, the Supplemental Interest Trust Trustee will deposit such Swap Termination Payment into the Swap Account and will, on each Distribution Date, the Trustee shall distribute amounts on deposit in withdraw from the Swap Account to pay the following amounts: (i) an amount equal to the Principal Remittance AmountNet Swap Payment, up if any, that would have been paid to the Supplemental Interest Trust by the original Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and (ii) to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, any applicable Deferred Amounts, with interest therein at the applicable Pass-Through Rate, prior to giving effect to amounts available to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through M. on such Distribution Date. (iii) to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F Certificates, on a pro rata basis, and then to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, any Basis Risk Shortfall; (g) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The Class X-1 Certificateholders will be the owner of the Swap Account for federal tax purposes and the Majority in Interest Class X-1 Certificateholder shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.11(g) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Swap Account shall be distributed to the Class X-1 Certificateholderspriority set forth below. (h) Amounts paid under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in the Swap Account and may be available on future Distribution Dates to make the payments described in Section 4.11(f). On the Distribution Date on which the aggregate Class Principal Balance of the Certificates is reduced to zero, any amounts remaining in the Swap Account shall be released to the Class X-1 Certificateholders.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Home Equity Mortgage Trust 2006-6)

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The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain in the name of the Supplemental Interest Trust Trustee, as a separate trust for the benefit of the Certificates, the Supplemental Interest Trust. The Supplemental Interest Trust shall hold the Swap Agreement and the Swap Account. The Swap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trustee pursuant to this Agreement. (b) On or prior to the Closing Date, the Supplemental Interest Trust Trustee, is hereby directed to enter into the Swap Agreement for the benefit of the Holders of the Certificates. The Swap Agreement will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. On each Distribution Date, the Supplemental Interest Trust Trustee shall deposit any Net Swap Payments paid by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account. (c) Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) payable by the Supplemental Interest Trust Trustee, to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger EventEvent and to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement swap agreement that may be entered into by the Supplemental Interest Trust Trustee) owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 Regular Interest IO to the extent of the amount distributable on such REMIC 4 Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Counterparty in respect of a Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B B-1 Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y. (d) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b), 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. In the event that a replacement swap agreement is not obtained within 30 days after receipt by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, of the Swap Termination Payment paid by the original Counterparty, the Supplemental Interest Trust Trustee will deposit such Swap Termination Payment into the Swap Account and will, on each Distribution Date, withdraw from 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 Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in the priority set forth below. (f) On each Distribution Date, the Trustee shall distribute amounts on deposit in the Swap Account to pay the following amounts: (i) to the Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and (ii) to the Class X-0M-1, Class M-2, Xxxxx X-0, Class M-3, Class Xxass M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, any applicable Deferred Amounts, with interest therein at the applicable Pass-Through Rate, prior to giving effect to amounts available to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through M. on such Distribution Date. (iii) to the Class A-1AA-1A1, Class A-1F1A-1A2, Class A-1F2A-1B, Class A-2A A-1X, Xxxxx X-2 and Class A-2F A-3 Certificates, on a pro rata basis, and then to the Class X-0M-1, Class M-2, Xxxxx X-0, Class M-3, Class Xxass M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, any Basis Risk Shortfall; (g) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The Class X-1 Certificateholders will be the owner of the Swap Account for federal tax purposes and the Majority in Interest Class X-1 Certificateholder shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.11(g) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Swap Account shall be distributed to the Class X-1 Certificateholders. (h) Amounts paid under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in the Swap Account and may be available on future Distribution Dates to make the payments described in Section 4.11(f). On the Distribution Date on which the aggregate Class Principal Balance of the Certificates is reduced to zero, any amounts remaining in the Swap Account shall be released to the Class X-1 Certificateholders. (i) In connection with paragraph 7(i) of the ISDA credit support annex, upon the Counterparty'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 Counterparty a written notice of such failure.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Home Equity Mortgage Pass-Through Certificates, Series 2006-1)

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Trustee Depositor shall establish the Supplemental Interest Trust, pursuant to the provisions of the Agreement and maintain in the name laws of the State of New York, which shall be maintained pursuant to the Agreement, as a separate trust, to be known, for convenience, as “ChaseFlex 2007-3 Supplemental Interest Trust.” The corpus of the Supplemental Interest Trust Trustee, as a separate trust shall be held by the Supplemental Interest Trust Trustee for the benefit of the Certificatesholders of the Certificates as a segregated subtrust of the Trust Fund, the Supplemental Interest Trust. The Supplemental Interest Trust which shall hold the Yield Maintenance Agreement, the Swap Agreement and the Swap Supplemental Interest Trust Account. The Swap Account shall be an Eligible Account, and funds on deposit therein Funds deposited within the Supplemental Interest Trust shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys of the Supplemental Interest Trust Trustee held by the Trustee pursuant to this Agreement. (b) . In no event shall any funds deposited in the Supplemental Interest Trust be credited to or made available to any other account of the Trust Fund. The records of the Paying Agent shall at all times reflect that the Supplemental Interest Trust is a subtrust of the Trust Fund, the assets of which are segregated from other assets of the Trust Fund. On or prior to the Closing Date, the Supplemental Interest Trust TrusteeTrustee shall establish an account (the “Supplemental Interest Trust Account”), is hereby directed which shall be an Eligible Account within the Supplemental Interest Trust. Any Swap Termination Payments or Net Swap Payments received from the Swap Counterparty and any payments received from the Yield Maintenance Agreement Counterparty pursuant to enter Section 5.29 above will be deposited into the Supplemental Interest Trust Account. Certain distributions to the Certificateholders and any Swap Agreement for Termination Payments or Net Swap Payments owed to the benefit of the Holders of the Certificates. The Swap Agreement Counterparty will be an asset paid out of the Supplemental Interest Trust but will Account. The Supplemental Interest Trust Trustee is hereby directed by the Depositor to execute the Swap Agreement on behalf of the Supplemental Interest Trust in the form presented to it by the Depositor and shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. The Supplemental Interest Trust Trustee shall have all of the rights and protections of the Trustee hereunder. The Supplemental Interest Trust Trustee shall use reasonable efforts to enforce all of the rights of the Supplemental Interest Trust and exercise any remedies under the Swap Agreement and, 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 in the Swap Agreement), find a replacement counterparty to enter into a replacement swap agreement utilizing the amounts of the net Swap Termination Payments received. For each Distribution Date, through and including the Distribution Date in June 2014, the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust Trustee shall, based on the “significance estimate” (as defined in Regulation AB and which shall be provided to the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust by the Depositor within five (5) Business Days prior to the Distribution Date), calculate the “significance percentage” (as defined in Regulation AB) of the Swap Agreement and the Yield Maintenance Agreement. If on any such Distribution Date, the Significance Percentage relating to either of the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 9%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor, on behalf of the Supplemental Interest Trust Trustee, shall obtain the financial information required to be delivered by the Swap Counterparty or the Yield Maintenance Agreement Counterparty, as applicable, pursuant to the terms of the Swap Agreement or Yield Maintenance Agreement, as applicable. If, on any succeeding Distribution Date through and including the Distribution Date in June 2014, the “significance percentage” relating to the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 10%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor shall, within five (5) Business Days of such Distribution Date, deliver to the Paying Agent the financial information provided to it by the Swap Counterparty or Yield Maintenance Agreement Counterparty, as applicable, in Exxxx-compatible format for inclusion in the Form 10-D relating to such Distribution Date. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee from the Swap Counterparty shall be deposited in the Supplemental Interest Trust 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 Counterparty. Notwithstanding anything contained herein, in the event that a replacement swap agreement cannot be obtained within thirty (30) days after receipt by the Supplemental Interest Trust Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, segregated non-interest bearing subtrust established by the Supplemental Interest Trust Trustee and the Supplemental Interest Trust Trustee shall, on each Distribution Date following receipt of such Swap Termination Payment, withdraw from such subtrust, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the original Swap Agreement) and distribute such amount in accordance with Section 5.30 of this Agreement. Any such subtrust shall not be an asset of any REMIC. On each any Distribution Date (or in the case of any Net Swap Payments, on the related Swap Payment Date), any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of and any Net Swap Payments or Swap Termination Payments received from the Swap Counterparty will be deposited into the Supplemental Interest Trust Trustee Account. Neither the Supplemental Interest Trust nor the Supplemental Interest Trust Account will be an asset of any REMIC. After giving effect to any distributions pursuant to Section 6.01A(c), funds on deposit in the Supplemental Interest Trust Account shall deposit any Net Swap Payments paid be distributed in the following order of priority by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account.: (ci) To cover any Net Swap Payments and any Swap Termination Payments (other than a Defaulted Swap Termination Payments resulting from a Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger EventPayment) owed to the Counterparty pursuant to Swap Counterparty, not previously paid with Interest Remittance Amounts; (ii) To the Swap Agreement Class II-A Certificates, the related Basis Risk Shortfall Carryover Amount for each such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 Regular Interest IO to the extent of the amount distributable on such REMIC 4 Regular Interest IO on Class for such Distribution Date, and any remaining amount shall be deemed paid to on a pro rata basis based on the Counterparty in respect entitlement of a each such Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y.this clause (ii); (diii) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b)Sequentially, 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. (f) On each Distribution Date, the Trustee shall distribute amounts on deposit in the Swap Account to pay the following amounts: (i) to the Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and (ii) to the Class X-0, Xxxxx X-0II-M1, Class M-3II-M2, Class M-4II-M3, Class M-5II-M4, Class M-6II-M5, Class M-7II-M6, Class M-8, Class M-9 II-B1 and Class B-1 II-B2 Certificates, in that order, any applicable Deferred remaining Basis Risk Shortfall Carryover Amounts, with interest therein at ; (iv) Up to a total amount necessary to restore the applicable PassOvercollateralization Target Amount, first, to the Class II-Through RateA Certificates, prior in accordance with the priority described under Section 6.01A(b) and, second, to giving effect the Class II-M and Class II-B Certificates, sequentially, in accordance with the priority described under Section 6.01A(b) in an amount necessary to amounts available to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through M. on such Distribution Date.restore the applicable Overcollateralization Target Amount; (iiiv) to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F II-A Certificates, on a pro rata basisbased on amounts due, and then in an amount equal to the unpaid Interest Shortfall allocable to each such Class; (vi) to the Class X-0II-A Certificates, Xxxxx X-0pro rata based on amounts due, in an amount equal to the Unpaid Realized Loss Amount allocable to each such Class; (vii) to the Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 II-M1 Certificates, in that order, any Basis Risk Shortfallan amount equal to the unpaid Interest Shortfall allocable to such Class; (gviii) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The II-M1 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (ix) to the Class X-1 Certificateholders will be II-M2 Certificates, in an amount equal to the owner unpaid Interest Shortfall allocable to such Class; (x) to the Class II-M2 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xi) to the Class II-M3 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xii) to the Class II-M3 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xiii) to the Class II-M4 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xiv) to the Class II-M4 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xv) to the Class II-M5 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xvi) to the Class II-M5 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xvii) to the Class II-M6 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xviii) to the Class II-M6 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xix) to the Class II-B1 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xx) to the Class II-B1 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xxi) to the Class II-B2 Certificates, in an amount equal to the unpaid Interest Shortfall allocable to such Class; (xxii) to the Class II-B2 Certificates, in an amount equal to the Unpaid Realized Loss Amount allocable to such Class; (xxiii) to the holders of the Swap Account for federal tax purposes Class II-A Certificates, pro rata, in an amount equal to each such Class’ previously allocated and the Majority in not reimbursed share of Net Interest Class X-1 Certificateholder shall direct the Trustee in writing as Shortfalls, if any; (xxiv) to the investment Class II-M1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxv) to the Class II-M2 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxvi) to the Class II-M3 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxvii) to the Class II-M4 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxviii) to the Class II-M5 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxix) to the Class II-M6 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxx) to the Class II-B1 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; (xxxi) to the Class II-B2 Certificates, in an amount equal to such Class’ previously allocated and not reimbursed share of Net Interest Shortfalls, if any; and (xxxii) to the Class CE Certificates any remaining amounts. Notwithstanding the foregoing, however, the sum of all cumulative amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made distributed pursuant to this Section 4.11(gclauses (iv), (vi), (viii), (x), (xii), (xiv), (xvi), (xviii), (xx) and (other than as obligor on any such investments)xxii) above will not exceed the cumulative amount of all Realized Losses incurred related to Mortgage Pool II. Upon termination of the Trust Fund, any amounts remaining in the Swap Account Supplemental Interest Trust shall be distributed pursuant to the Class X-1 Certificateholders. (h) Amounts paid priorities set forth in this Section 5.30(a). With respect to the failure of the Swap Counterparty to perform any of its obligations under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in Agreement, the breach by the Swap Account Counterparty of any of its representations and may be available on future Distribution Dates warranties made pursuant to the Swap Agreement, or the termination of the Swap Agreement, the Supplemental Interest Trust Trustee shall send any notices and make any demands required hereunder (to the payments described in Section 4.11(fextent that a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge or written notice of any such failure, breach or termination). On the Distribution Date on Closing Date, the Swap Counterparty and the Supplemental Interest Trust Trustee (which is hereby authorized and directed to enter into such credit support annex) will enter into a credit support annex in relation to the aggregate Class Principal Balance Swap Agreement, which annex is intended to protect the Supplemental Interest Trust from certain ratings downgrades that might hinder the ability of the Certificates is reduced Swap Counterparty to zero, any amounts remaining in continue its obligations under the Swap Account shall be released to the Class X-1 CertificateholdersAgreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ChaseFlex Trust Series 2007-3)

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Trustee Depositor shall establish the Supplemental Interest Trust, pursuant to the provisions of the Agreement and maintain in the name laws of the State of New York, which shall be maintained pursuant to the Agreement, as a separate trust, to be known, for convenience, as “ChaseFlex 2007-M1 Supplemental Interest Trust (Pool 1).” The corpus of the Supplemental Interest Trust Trustee, as a separate trust shall be held by the Supplemental Interest Trust Trustee for the benefit of the Certificatesholders of the Pool 1 Certificates as a segregated subtrust of the Trust Fund, the Supplemental Interest Trust. The Supplemental Interest Trust which shall hold the the Swap Agreement and the Swap Supplemental Interest Trust Account. The Swap Account shall be an Eligible Account, and funds on deposit therein Funds deposited within the Supplemental Interest Trust shall be held separate and apart from, and shall not be commingled with, any other moneys, including including, without limitation, other moneys of the Supplemental Interest Trust Trustee held by the Trustee pursuant to this Agreement. (b) . In no event shall any funds deposited in the Supplemental Interest Trust be credited to or made available to any other account of the Trust Fund. The records of the Paying Agent shall at all times reflect that the Supplemental Interest Trust is a subtrust of the Trust Fund, the assets of which are segregated from other assets of the Trust Fund. On or prior to the Closing Date, the Supplemental Interest Trust TrusteeTrustee shall establish an account (the “Supplemental Interest Trust Account”), is hereby directed to enter which shall be an Eligible Account within the Supplemental Interest Trust. Any Swap Termination Payments or Net Swap Payments received from the Swap Counterparty will be deposited into the Supplemental Interest Trust Account. Certain distributions to the Certificateholders and any Swap Agreement for Termination Payments or Net Swap Payments owed to the benefit of the Holders of the Certificates. The Swap Agreement Counterparty will be an asset paid out of the Supplemental Interest Trust but will Account. The Supplemental Interest Trust Trustee is hereby directed by the Depositor to execute the Swap Agreement on behalf of the Supplemental Interest Trust in the form presented to it by the Depositor and shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. The Supplemental Interest Trust Trustee shall have all of the rights and protections of the Trustee hereunder. The Supplemental Interest Trust Trustee shall use reasonable efforts to enforce all of the rights of the Supplemental Interest Trust and exercise any remedies under the Swap Agreement and, 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 in the Swap Agreement), find a replacement counterparty to enter into a replacement swap agreement utilizing the amounts of the net Swap Termination Payments received. For each Distribution Date, through and including the Distribution Date in November 2016, the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust Trustee shall, based on the “significance estimate” (as defined in Regulation AB and which shall be provided to the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust by the Depositor within five (5) Business Days prior to the Distribution Date), calculate the “significance percentage” (as defined in Regulation AB) of the Swap Agreement and the Yield Maintenance Agreement. If on any such Distribution Date, the Significance Percentage relating to either of the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 9%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor, on behalf of the Supplemental Interest Trust Trustee, shall obtain the financial information required to be delivered by the Swap Counterparty or the Yield Maintenance Agreement Counterparty, as applicable, pursuant to the terms of the Swap Agreement or Yield Maintenance Agreement, as applicable. If, on any succeeding Distribution Date through and including the Distribution Date in November 2016, the “significance percentage” relating to the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 10%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor shall, within five (5) Business Days of such Distribution Date, deliver to the Paying Agent the financial information provided to it by the Swap Counterparty or Yield Maintenance Agreement Counterparty, as applicable, in Exxxx-compatible format for inclusion in the Form 10-D relating to such Distribution Date. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee from the Swap Counterparty shall be deposited in the Supplemental Interest Trust 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 Counterparty. Notwithstanding anything contained herein, in the event that a replacement swap agreement cannot be obtained within thirty (30) days after receipt by the Supplemental Interest Trust Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, segregated non-interest bearing subtrust established by the Supplemental Interest Trust Trustee and the Supplemental Interest Trust Trustee shall, on each Distribution Date following receipt of such Swap Termination Payment, withdraw from such subtrust, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the original Swap Agreement) and distribute such amount in accordance with Section 5.30 of this Agreement. Any such subtrust shall not be an asset of any REMIC. On each any Distribution Date (or in the case of any Net Swap Payments, on the related Swap Payment Date), any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of and any Net Swap Payments or Swap Termination Payments received from the Swap Counterparty will be deposited into the Supplemental Interest Trust Trustee Account. Neither the Supplemental Interest Trust nor the Supplemental Interest Trust Account will be an asset of any REMIC. After giving effect to any distributions pursuant to Section 6.01(c), funds on deposit in the Supplemental Interest Trust Account shall deposit any Net Swap Payments paid be distributed in the following order of priority by the Counterparty to the Supplemental Interest Trust Trustee, pursuant to the Swap Agreement, into the Swap Account.: (ci) To cover any unpaid Net Swap Payments and any unpaid Swap Termination Payments (other than a Defaulted Swap Termination Payments resulting from a Counterparty Trigger Event) payable by the Supplemental Interest Trust Trustee, to the Counterparty pursuant to the Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, prior to any distributions to the Certificateholders. On or before each Swap Payment Date, such amounts will be remitted to the Counterparty, first to make any Net Swap Payment owed to the Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and second to make any Swap Termination Payment (not due to a Counterparty Trigger EventPayment) owed to the Counterparty pursuant to Swap Counterparty; (ii) To the Swap Agreement Class 1-A Certificates, the related Pool 1 Basis Risk Shortfall Carryover Amount for each such Swap Payment Date. For federal income tax purposes, such amounts paid to the Counterparty on each Swap Payment Date shall first be deemed paid to the Counterparty in respect of REMIC 4 Regular Interest IO to the extent of the amount distributable on such REMIC 4 Regular Interest IO on Class for such Distribution Date, and any remaining amount shall be deemed paid to on a pro rata basis based on the Counterparty in respect entitlement of a each such Class IO Distribution Amount. Any Swap Termination Payment triggered by a Counterparty Trigger Event owed to the Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A, Class M and Class B Certificates and shall be paid as set forth under Section 4.02(b)(iv)Y.this clause (ii); (diii) The Supplemental Interest Trust Trustee will prepare and deliver any notices required to be delivered to the Counterparty under Sections 2(b)Sequentially, 2(d), 4(d), 5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement. (e) The Supplemental Interest Trust Trustee shall terminate the Swap Agreement upon the occurrence of an event of default under the Swap Agreement of which a Responsible Officer of the Supplemental Interest Trust Trustee has actual knowledge. Upon such a termination, the Counterparty may be required to pay a termination payment to the Supplemental Interest Trust Trustee in respect of the Swap Agreement. Any such termination payment shall be applied by the Supplemental Interest Trust Trustee to the purchase of a substantially equivalent swap agreement at the written direction of the Majority in Interest Class X-1 Certificateholder. (f) On each Distribution Date, the Trustee shall distribute amounts on deposit in the Swap Account to pay the following amounts: (i) to the Principal Remittance Amount, up to the amount of Realized Losses on the Mortgage Loans incurred during the related Collection Period prior to giving effect to amounts available to be paid in respect of Excess Cashflow Loss Payments pursuant to Section 4.02(b)(iv)A.; and (ii) to the Class X-0, Xxxxx X-01-M1, Class M-31-M2, Class M-41-M3, Class M-51-M4, Class M-61-M5, Class M-71-M6, Class M-8, Class M-9 1-B1 and Class B-1 1-B2 Certificates, in that order, any applicable Deferred remaining Pool 1 Basis Risk Shortfall Carryover Amounts, with interest therein at ; (iv) Up to a total amount necessary to restore the applicable PassPool 1 Overcollateralization Target Amount, first, to the Class 1-Through RateA Certificates, prior in accordance with the priority described under Section 6.01(b) and, second, to giving effect the Class 1-M and Class 1-B Certificates, sequentially, in accordance with the priority described under Section 6.01(b) in an amount necessary to amounts available to be paid in respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through M. on such Distribution Daterestore the Pool 1 Overcollateralization Target Amount. (iiiv) to the Class A-1A, Class A-1F1, Class A-1F2, Class A-2A and Class A-2F 1-A Certificates, on a pro rata basisbased on amounts due, and then in an amount equal to the unpaid Interest Shortfall allocable to each such Class; (vi) to the Class X-01-A Certificates, Xxxxx X-0pro rata based on amounts due, in an amount equal to the Pool 1 Unpaid Realized Loss Amount allocable to each such Class; (vii) to the Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 1-M1 Certificates, in that order, any Basis Risk Shortfall; (g) Funds in the Swap Account may be invested in Eligible Investments by the Trustee at the written direction of the Majority in Interest Class X-1 Certificateholder maturing on or prior an amount equal to the next succeeding Distribution Date. The Trustee shall account for the Swap Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant unpaid Interest Shortfall allocable to this Agreement. The Trustee shall treat amounts paid by the Swap Account as payments made from outside the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Class X-1 Certificateholders. The Class X-1 Certificateholders will be the owner of the Swap Account for federal tax purposes and the Majority in Interest Class X-1 Certificateholder shall direct the Trustee in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Swap Account shall remain uninvested with no liability for interest or other compensation thereon. The Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.11(g) (other than as obligor on any such investments). Upon termination of the Trust Fund, any amounts remaining in the Swap Account shall be distributed to the Class X-1 Certificateholders. (h) Amounts paid under the Swap Agreement not used on any Distribution Date as described in Section 4.11(f) shall remain on deposit in the Swap Account and may be available on future Distribution Dates to make the payments described in Section 4.11(f). On the Distribution Date on which the aggregate Class Principal Balance of the Certificates is reduced to zero, any amounts remaining in the Swap Account shall be released to the Class X-1 Certificateholders.Class;

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ChaseFlex Trust Series 2007-M1)

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