Common use of The Yield Maintenance Agreement Clause in Contracts

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RAMP Series 2005-Nc1 Trust), Pooling and Servicing Agreement (RAMP Series 2005-Efc7 Trust)

AutoNDA by SimpleDocs

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M, Class B-1 and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A A, Class M and Class B-1 Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(xiv) through (xixx) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010January 2011, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Nc2 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(xiii) through (xixix) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010February 2011, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Rs4 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(xii) through (xixix) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 20102011, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Rz3 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallSupplemental Interest Trust Trustee, on behalf of the Trust FundSupplemental Interest Trust, shall for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into in the Certificate Supplemental Interest Trust Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c4.08(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereofbelow. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Amounts payable by the Yield Maintenance Agreement Provider to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, pursuant to the Yield Maintenance will be deposited by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, into the Supplemental Interest Trust Account. On each Distribution Date, to the extent required, the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, shall withdraw such amounts from the Supplemental Interest Trust Account to distribute to the Certificates in the following order of priority: (i) first, to pay the holders of Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto on such Distribution Date, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto pursuant to Section 4.02(f) that remain unreimbursed, to the extent not covered by the Eligible Master Servicing Compensation on such Distribution Date; (ii) second, to pay to the holders of the Class A Certificates and Class M Certificates, any Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon at the applicable Pass-Through Rate, on a pro rata basis, based on the amount of Prepayment Interest Shortfalls previously allocated thereto that remain unreimbursed; (iii) third, as part of the Principal Distribution Amount, to pay to the holders of the Class A-5 Certificates and Class M Certificates, in each case in reduction of their Certificate Principal Balances, the principal portion of Realized Losses incurred on the Mortgage Loans for the preceding calendar month; (iv) fourth, first, to the Class A-5 Certificates and then to the Class M Certificates, in their order of payment priority, the principal portion of any Realized Losses previously allocated thereto that remain unreimbursed (v) fifth, to pay the holders of the Class A Certificates and Class M Certificates as part of the Principal Distribution Amount, any Overcollateralization Increase Amount; (vi) sixth, to pay to the holders of the Class A Certificates, on a pro rata basis, based on the amount of the Basis Risk Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursed, the applicable Basis Risk Shortfall Carry-Forward Amounts, and then to pay the holders of the Class M Certificates, in their order of payment priority, the amount of any Basis Risk Shortfall Carry Forward Amounts remaining unpaid as of that distribution date; (vii) seventh, to pay to the holders of the Class A Certificates and Class M Certificates, the amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis, based on the amount of Relief Act Shortfalls previously allocated thereto; and (viii) eighth, (i) on or prior to the distribution date in September 2007. to be retained in the Supplemental Interest Trust Account any balance remaining, and (ii) after the distribution date in September 2007, to pay to the holders of the Class SB Certificates any balance remaining, in accordance with the terms of this Pooling and Servicing Agreement. On any Distribution Date, the amounts described in 4.08(c)(i) through (c)(viii) above will be paid first from Excess Cash Flow for that Distribution Date, second from amounts received by the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, under the Yield Maintenance Agreement and on deposit in the Supplemental Interest Trust Account. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Supplemental Interest Trust Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (de) The Trustee REMIC Administrator and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to 4.09(c)to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (ef) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010March 2008, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Supplemental Interest Trust Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor therefore and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.08(f) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2007-Rs1 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(x) through (xixvi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010May 2012, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.4.02

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Sp1 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, the Yield Maintenance Agreements for the benefit of the Class A and I-A-6 Certificates (and, because a portion of the Class SB I-A-17 Certificates are comprised of the Class I-A-6 Certificates, enter into the Class I-A-17 Certificates) and the Class II-A-5 Certificates (and, because a portion of the Class II-A-10 Certificates are comprised of the Class II-A-5 Certificates, the Class II-A-10 Certificates), respectively, with the Yield Maintenance AgreementAgreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement Agreements into the Certificate Account related Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement Agreements (including related Yield Maintenance Agreement Termination Payments, if any). All related Yield Maintenance Payments received under the Yield Maintenance Agreement Agreements and amounts on deposit in the related Reserve Fund with respect thereto shall be distributed to the Certificate Account and then shall be distributed by the Trustee to the Class I-A-6 Certificates or Class II-A-5 Certificates, as part of Excess Cash Flow applicable, in accordance with an amount up to the priorities set forth in related Yield Supplement Amount for such Distribution Date pursuant to Section 4.02(c4.02(g) hereof, whereas, all related Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement Agreements shall be used as set forth in Section 4.09(e4.09(d) hereof. Neither Any amounts remaining in the related Reserve Fund on any Distribution Date following the distribution described in Section 4.02(g) shall remain on deposit in the related Reserve Fund and will be available on any future Distribution Date to cover any shortfall between the related Yield Supplement Amount and related Yield Maintenance Payment, if any, for such Distribution Date. None of the Yield Maintenance Agreement Agreements nor any related Yield Maintenance Payments (including any Yield Maintenance Termination Payments) nor the related Reserve Fund constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 Any amounts on deposit in the related Reserve Fund on the Distribution Date immediately following the earlier of (i) the Distribution Date in March 2014 and 8.02 hereof, (ii) the Trustee agrees to comply with date on which the terms Certificate Principal Balance of the Yield Maintenance Agreement Class I-A-6 Certificates is reduced to zero, will be distributed to Citigroup Global Markets Inc. and will not be available for payment to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction any holder of the Holders Class I-A-6 Certificates. Any amounts on deposit in the related Reserve Fund on the Distribution Date immediately following the earlier of Class A Certificates entitled to at least 51% (i) the Distribution Date in September 2020 and (ii) the date on which the Certificate Principal Balance of the Voting Rights Class II-A-5 Certificates is reduced to zero, will be distributed to Citigroup Global Markets Inc. and will not be available for payment to any holder of such Classes of the Class II-A-5 Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that either of the Yield Maintenance AgreementAgreements, or any replacement thereof, terminates prior to the Distribution Date in December 2010March 2014 (with respect to the Class I-A-6 Yield Maintenance Agreement) or the Distribution Date September 2020, (with respect to the Class II-A-5 Yield Maintenance Agreement) the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such the Class I-A-6 Yield Maintenance Agreement or the Class II-A-5 Yield Maintenance Agreement, as applicable, is sufficient therefor therefore and only to the extent of the related Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in such terminated the terminated Class I-A-6 Yield Maintenance Agreement or the Class II-A-5 Yield Maintenance Agreement, as applicable. Any related Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(d) shall be included in deposited into the definition of Yield Maintenance Payment herein related Reserve Fund and may be distributed as Excess Cash Flow pursuant to Section 4.02(c4.02(g) and Section 4.09(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S6 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, Trust Administrator shall establish and maintain in its name on behalf of the Trust FundTrustee, in trust for the benefit of the Class A and Class SB V-A-1 Certificates, the Yield Maintenance Account. The Yield Maintenance 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 Trust Administrator pursuant to this Agreement. The Yield Maintenance Account shall be an asset of the Trust Fund, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, on or before the Closing Date, to enter into the Yield Maintenance Agreement for the benefit of the Holders of the Class V-A-1 Certificates, in the form presented to it by the Depositor. Neither the Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Yield Maintenance Agreement, including, without limitation, any representations and warranties contained therein. The Yield Maintenance Agreement will be an asset of the Trust Fund but will not be an asset of any REMIC. Any funds payable by the Trust Administrator under the Yield Maintenance Agreement to the Cap Counterparty shall be paid by the Depositor. Notwithstanding anything to the contrary contained herein or in the Yield Maintenance Agreement, neither the Trustee nor the Trust Administrator shall be required to make any payments to the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement. (bc) The Trustee Trust Administrator shall deposit or cause any Yield Maintenance Agreement Payments received with respect to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential FundingAccount. (d) The Trustee Trust Administrator shall prepare and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant deliver any notices required to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) delivered to the holders of Yield Maintenance Agreement Counterparty under the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Yield Maintenance Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In The Trust Administrator shall on behalf of the event that Trustee terminate the Yield Maintenance Agreement Counterparty upon the occurrence of an Event of Default (as defined under the Yield Maintenance Agreement, or any replacement thereof, terminates prior to ) under the Distribution Date in December 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only of which a Responsible Officer of the Trust Administrator has actual knowledge. Upon such a termination, the Yield Maintenance Agreement Counterparty may be required to pay an amount to the extent Trust Administrator in respect of market quotations for the replacement cost of the Yield Maintenance Agreement. (f) On each Distribution Date on or prior to the Yield Maintenance Agreement Termination Payment received Date, the Trust Administrator shall distribute Yield Maintenance Agreement Payments on deposit in the Yield Maintenance Account to the Class V-A-1 Certificates to pay any Yield Maintenance Amount for the Class V-A-1 Certificates for that Distribution Date. (g) Funds in the Yield Maintenance Account may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Yield Maintenance 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 Trust Administrator shall treat amounts paid by the Yield Maintenance Account as payments made from outside each of the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Depositor. The Depositor will be the owner of the Yield Maintenance Account for federal tax purposes and the Depositor shall direct the Trust Administrator in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Yield Maintenance Account shall remain uninvested. The Trust Administrator shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.08(g) (other than as obligor on any such investments). Upon termination of the Yield Maintenance Account, any amounts remain in the Yield Maintenance Account shall be distributed to the Depositor. (h) On the Distribution Date immediately after the earlier of the Distribution Date on which the Class Principal Balance of the Class V-A-1 Certificates equals zero or the Yield Maintenance Agreement ProviderTermination Date for the Class V-A-1 Certificates, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth any amounts on deposit in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is Account not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) payable on the Class V-A-1 Certificates shall be included in distributed to the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) hereinDepositor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CSFB Mortgage-Backed Pass-Through Certificates, Series 2005-9)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, the Yield Maintenance Agreement for the benefit of the Class A and Class SB Certificates, enter into III-A-2 Certificates with the Yield Maintenance AgreementAgreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the any Yield Maintenance Agreement and amounts on deposit in the Reserve Fund shall be distributed as part of Excess Cash Flow to the Certificate Account and then to the Class III-A-2 Certificates in accordance with an amount up to the priorities set forth in Yield Supplement Amount for such Distribution Date pursuant to Section 4.02(c4.02(h) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under any of the Yield Maintenance Agreement Agreements shall be used as set forth in Section 4.09(e4.09(c) hereof. Neither Any amounts remaining in the Reserve Fund on any Distribution Date following the distribution described in Section 4.02(h) shall remain on deposit in the Reserve Fund and will be available on any future Distribution Date to cover any shortfall between the Yield Supplement Amount and Yield Maintenance Payment, if any, for such Distribution Date. None of the Yield Maintenance Agreement nor any Agreement, Yield Maintenance Payments (including any Yield Maintenance Termination Payments) nor the Reserve Fund constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 Any amounts on deposit in the Reserve Fund on the Distribution Date immediately following the earlier of (i) the Distribution Date in August 2013 and 8.02 hereof, (ii) the Trustee agrees to comply with date on which the terms Certificate Principal Balance of the Yield Maintenance Agreement Class III-A-2 Certificates is reduced to zero, will be distributed to Greenwich Capital Markets, Inc. and will not be available for payment to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction any holder of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of III-A-2 Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010August 2013, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor therefore and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the such terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(c) shall be included in deposited into the definition of Yield Maintenance Payment herein Reserve Fund and may be distributed as Excess Cash Flow pursuant to Section 4.02(c4.02(h) and Section 4.09(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2006-S12 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, the Yield Maintenance Agreement for the benefit of the Class A and Class SB Certificates, enter into A-1 Certificates with the Yield Maintenance AgreementAgreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the any Yield Maintenance Agreement and amounts on deposit in the Reserve Fund shall be distributed as part of Excess Cash Flow to the Certificate Account and then to the Class A-1 Certificates in accordance with an amount up to the priorities set forth in Yield Supplement Amount for such Distribution Date pursuant to Section 4.02(c4.02(f) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under any of the Yield Maintenance Agreement Agreements shall be used as set forth in Section 4.09(e4.09(c) hereof. Neither Any amounts remaining in the Reserve Fund on any Distribution Date following the distribution described in Section 4.02(f) shall remain on deposit in the Reserve Fund and will be available on any future Distribution Date to cover any shortfall between the Yield Supplement Amount and Yield Maintenance Payment, if any, for such Distribution Date. None of the Yield Maintenance Agreement nor any Agreement, Yield Maintenance Payments (including any Yield Maintenance Termination Payments) nor the Reserve Fund constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 Any amounts on deposit in the Reserve Fund on the Distribution Date immediately following the earlier of (i) the Distribution Date in July 2018 and 8.02 hereof, (ii) the Trustee agrees to comply with date on which the terms Certificate Principal Balance of the Yield Maintenance Agreement Class A-1 Certificates is reduced to zero, will be distributed to Greenwich Capital Markets, Inc. and will not be available for payment to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction any holder of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of A-1 Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010July 2018, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the such terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(c) shall be included in deposited into the definition of Yield Maintenance Payment herein Reserve Fund and may be distributed as Excess Cash Flow pursuant to Section 4.02(c4.02(f) and Section 4.09(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2006-S7 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(xiii) through (xixix) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010February 2011, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Rs2 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, for the benefit of the Class A and Class SB A-1 Certificates, enter into the Yield Maintenance AgreementAgreement with the Yield Maintenance Agreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with to the priorities set forth in Class A-1 Certificates pursuant to Section 4.02(c4.02(f) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e4.09(c) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010September 2017, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(c) shall be included in deposited into the definition of Yield Maintenance Payment herein Reserve Fund and may be distributed as Excess Cash Flow a Yield Maintenance Payment pursuant to Section 4.02(c4.02(f) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2006-S5 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, the Yield Maintenance Agreement for the benefit of the Class A and Class SB Certificates, enter into A-8 Certificates with the Yield Maintenance AgreementAgreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the any Yield Maintenance Agreement and amounts on deposit in the Reserve Fund shall be distributed as part of Excess Cash Flow to the Certificate Account and then to the Class A-8 Certificates in accordance with an amount up to the priorities set forth in Yield Supplement Amount for such Distribution Date pursuant to Section 4.02(c4.02(f) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under any of the Yield Maintenance Agreement Agreements shall be used as set forth in Section 4.09(e4.09(c) hereof. Neither Any amounts remaining in the Reserve Fund on any Distribution Date following the distribution described in Section 4.02(f) shall remain on deposit in the Reserve Fund and will be available on any future Distribution Date to cover any shortfall between the Yield Supplement Amount and Yield Maintenance Payment, if any, for such Distribution Date. None of the Yield Maintenance Agreement nor any Agreement, Yield Maintenance Payments (including any Yield Maintenance Termination Payments) nor the Reserve Fund constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 Any amounts on deposit in the Reserve Fund on the Distribution Date immediately following the earlier of (i) the Distribution Date in March 2016 and 8.02 hereof, (ii) the Trustee agrees to comply with date on which the terms Certificate Principal Balance of the Yield Maintenance Agreement Class A-8 Certificates is reduced to zero, will be distributed to Greenwich Capital Markets, Inc. and will not be available for payment to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction any holder of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of A-8 Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010March 2016, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the such terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(c) shall be included in deposited into the definition of Yield Maintenance Payment herein Reserve Fund and may be distributed as Excess Cash Flow pursuant to Section 4.02(c4.02(f) and Section 4.09(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2006-S9 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, the Yield Maintenance Agreement for the benefit of the Class A and Class SB Certificates, enter into A-1 Certificates with the Yield Maintenance AgreementAgreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the any Yield Maintenance Agreement and amounts on deposit in the Reserve Fund shall be distributed as part of Excess Cash Flow to the Certificate Account and then to the Class A-1 Certificates in accordance with an amount up to the priorities set forth in Yield Supplement Amount for such Distribution Date pursuant to Section 4.02(c4.02(f) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under any of the Yield Maintenance Agreement Agreements shall be used as set forth in Section 4.09(e4.09(c) hereof. Neither Any amounts remaining in the Reserve Fund on any Distribution Date following the distribution described in Section 4.02(f) shall remain on deposit in the Reserve Fund and will be available on any future Distribution Date to cover any shortfall between the Yield Supplement Amount and Yield Maintenance Payment, if any, for such Distribution Date. None of the Yield Maintenance Agreement nor any Agreement, Yield Maintenance Payments (including any Yield Maintenance Termination Payments) nor the Reserve Fund constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 Any amounts on deposit in the Reserve Fund on the Distribution Date immediately following the earlier of (i) the Distribution Date in September 2010 and 8.02 hereof, (ii) the Trustee agrees to comply with date on which the terms Certificate Principal Balance of the Yield Maintenance Agreement Class A-1 Certificates is reduced to zero, will be distributed to Credit Suisse Securities (USA) LLC and will not be available for payment to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction any holder of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of A-1 Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December September 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor therefore and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the such terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(c) shall be included in deposited into the definition of Yield Maintenance Payment herein Reserve Fund and may be distributed as Excess Cash Flow pursuant to Section 4.02(c4.02(f) and Section 4.09(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S1 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance 101 Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(xiv) through (xixx) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December October 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Funding Mortgage Securities Ii Inc)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, the Yield Maintenance Agreement for the benefit of the Class A and Class SB Certificates, enter into A-6 Certificates with the Yield Maintenance AgreementAgreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the any Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with to the priorities set forth in Certificate Account and then to the Class A-6 Certificates pursuant to Section 4.02(c4.02(f) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under any of the Yield Maintenance Agreement Agreements shall be used as set forth in Section 4.09(e4.09(c) hereof. Neither None of the Yield Maintenance Agreement nor any Yield Maintenance Payments (including any Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December June 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor therefore and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the such terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(c) shall be included in deposited into the definition of Yield Maintenance Payment herein Reserve Fund and may be distributed as Excess Cash Flow pursuant to Section 4.02(c4.02(f) and Section 4.09(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S2 Trust)

AutoNDA by SimpleDocs

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(xiii) through (xixix) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Nc1 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, the Yield Maintenance Agreement for the benefit of the Class A and Class SB Certificates, enter into A-5 Certificates with the Yield Maintenance AgreementAgreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the any Yield Maintenance Agreement and amounts on deposit in the Reserve Fund shall be distributed as part of Excess Cash Flow to the Certificate Account and then to the Class A-5 Certificates in accordance with an amount up to the priorities set forth in Yield Supplement Amount for such Distribution Date pursuant to Section 4.02(c4.02(f) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under any of the Yield Maintenance Agreement Agreements shall be used as set forth in Section 4.09(e4.09(c) hereof. Neither Any amounts remaining in the Reserve Fund on any Distribution Date following the distribution described in Section 4.02(f) shall remain on deposit in the Reserve Fund and will be available on any future Distribution Date to cover any shortfall between the Yield Supplement Amount and Yield Maintenance Payment, if any, for such Distribution Date. None of the Yield Maintenance Agreement nor any Yield Maintenance Payments (including any Yield Maintenance Termination Payments) nor the Reserve Fund constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 Any amounts on deposit in the Reserve Fund on the Distribution Date immediately following the earlier of (i) the Distribution Date in July 2011 and 8.02 hereof, (ii) the Trustee agrees to comply with date on which the terms Certificate Principal Balance of the Yield Maintenance Agreement Class A-5 Certificates is reduced to zero, will be distributed to Greenwich Capital Markets, Inc. and will not be available for payment to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction any holder of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of A-5 Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010July 2011, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor therefore and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the such terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(d) shall be included in deposited into the definition of Yield Maintenance Payment herein Reserve Fund and may be distributed as Excess Cash Flow pursuant to Section 4.02(c4.02(f) and Section 4.09(d) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2007-S4 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shallis hereby directed to enter into, on behalf of the Trust Fund, the Yield Maintenance Agreement for the benefit of the Class A and Class SB Certificates, enter into A-11 Certificates with the Yield Maintenance AgreementAgreement Provider. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account Reserve Fund on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the any Yield Maintenance Agreement and amounts on deposit in the Reserve Fund shall be distributed as part of Excess Cash Flow to the Certificate Account and then to the Class A-11 Certificates in accordance with an amount up to the priorities set forth in Yield Supplement Amount for such Distribution Date pursuant to Section 4.02(c4.02(f) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under any of the Yield Maintenance Agreement Agreements shall be used as set forth in Section 4.09(e4.09(c) hereof. Neither Any amounts remaining in the Reserve Fund on any Distribution Date following the distribution described in Section 4.02(f) shall remain on deposit in the Reserve Fund and will be available on any future Distribution Date to cover any shortfall between the Yield Supplement Amount and Yield Maintenance Payment, if any, for such Distribution Date. None of the Yield Maintenance Agreement nor any Agreement, Yield Maintenance Payments (including any Yield Maintenance Termination Payments) nor the Reserve Fund constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes onlyhereunder. (c) Subject to Sections 8.01 Any amounts on deposit in the Reserve Fund on the Distribution Date immediately following the earlier of (i) the Distribution Date in September 2016 and 8.02 hereof, (ii) the Trustee agrees to comply with date on which the terms Certificate Principal Balance of the Yield Maintenance Agreement Class A-11 Certificates is reduced to zero, will be distributed to BNP Paribas Securities Corp. and will not be available for payment to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction any holder of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of A-11 Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010September 2016, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the such terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(c) shall be included in deposited into the definition of Yield Maintenance Payment herein Reserve Fund and may be distributed as Excess Cash Flow pursuant to Section 4.02(c4.02(f) and Section 4.09(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RFMSI Series 2006-S8 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, Trust Administrator shall establish and maintain in its name on behalf of the Trust FundTrustee, in trust for the benefit of the Class A and Class SB IX-A-9 Certificates, the Yield Maintenance Account. The Yield Maintenance 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 Trust Administrator pursuant to this Agreement. The Yield Maintenance Account shall be an asset of the Supplemental Interest Trust, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, on or before the Closing Date, to enter into the Yield Maintenance Agreement on behalf of the Supplemental Interest Trust for the benefit of the Holders of the Class IX-A-9 Certificates, in the form presented to it by the Depositor. Neither the Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Yield Maintenance Agreement, including, without limitation, any representations and warranties contained therein. The Yield Maintenance Agreement will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. Any funds payable by the Trust Administrator under the Yield Maintenance Agreement to the Cap Counterparty shall be paid by the Depositor. Notwithstanding anything to the contrary contained herein or in the Yield Maintenance Agreement, neither the Trustee nor the Trust Administrator shall be required to make any payments to the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement. (bc) The Trustee Trust Administrator shall deposit or cause any Yield Maintenance Agreement Payments received with respect to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential FundingAccount. (d) The Trustee Trust Administrator shall prepare and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant deliver any notices required to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv) through (xi) delivered to the holders of Yield Maintenance Agreement Counterparty under the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Yield Maintenance Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In The Trust Administrator shall on behalf of the event that Trustee terminate the Yield Maintenance Agreement Counterparty upon the occurrence of an Event of Default (as defined under the Yield Maintenance Agreement, or any replacement thereof, terminates prior to ) under the Distribution Date in December 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only of which a Responsible Officer of the Trust Administrator has actual knowledge. Upon such a termination, the Yield Maintenance Agreement Counterparty may be required to pay an amount to the extent Trust Administrator in respect of market quotations for the replacement cost of the Yield Maintenance Agreement. (f) On each Distribution Date on or prior to the Yield Maintenance Agreement Termination Payment received Date for the Class IX-A-9 Certificates, the Trust Administrator shall distribute Yield Maintenance Agreement Payments on deposit in the Yield Maintenance Account to the Class IX-A-9 Certificates to pay any Yield Maintenance Amount for the Class IX-A-9 Certificates for that Distribution Date. (g) Funds in the Yield Maintenance Account may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Yield Maintenance 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 Trust Administrator shall treat amounts paid by the Yield Maintenance Account as payments made from outside each of the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Depositor. The Depositor will be the owner of the Yield Maintenance Account for federal tax purposes and the Depositor shall direct the Trust Administrator in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Yield Maintenance Account shall remain uninvested. The Trust Administrator shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.08(g) (other than as obligor on any such investments). Upon termination of the Supplemental Interest Trust, any amounts remaining in the Yield Maintenance Account shall be distributed to Credit Suisse First Boston LLC. (h) On the Distribution Date immediately after the earlier of the Distribution Date on which the Class Principal Balance of the Class IX-A-9 Certificates equals zero or the Yield Maintenance Agreement ProviderTermination Date for the Class IX-A-9 Certificates, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth any amounts on deposit in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is Account not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) payable on the Class IX-A-9 Certificates shall be included in distributed to the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) hereinDepositor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CSFB Mortgage-Backed Pass-Through Certificates, Series 2005-8)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(x) through (xixvi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010September 2012, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.4.02

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(x) through (xixvi) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2005-Sp3 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c4.09(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereofbelow. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Agreement Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) To the extent not already covered by distributions of Excess Cash Flow pursuant to clauses (ix) through (xix) of Section 4.02(c) all payments received under the Yield Maintenance Agreement shall be distributed as follows: (i) as part of the Principal Distribution Amount, to pay to the holders of the Class A-2 Certificates and Class M Certificates, in the priority described under Section 4.02(c)(viii), in reduction of their Certificate Principal Balances, the principal portion of realized losses incurred on the Mortgage Loans for the preceding calendar month; provided that, if the Certificate Principal Balance of the Class A-2 Certificates will be reduced to zero on the related Distribution Date when the Certificate Principal Balance of the Class A-1 Certificates is greater than zero, all amounts received by the trust under the Yield Maintenance Agreement shall first be paid on such Distribution Date to the Class A-1 Certificates in reduction of their Certificate Principal Balance until the Overcollateralization Amount is equal to zero; (ii) to pay the holders of the Class A Certificates and Class M Certificates as part of the Principal Distribution Amount, in the priority described under Section 4.02(c)(viii), any Overcollateralization Increase Amount; (iii) to pay the holders of Class A Certificates and Class M Certificates, the amount of any Prepayment Interest Shortfalls allocated thereto for that Distribution Date, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto, to the extent not covered by the Eligible Master Servicing Compensation on that Distribution Date; (iv) to pay to the holders of the Class A Certificates and Class M Certificates, any Prepayment Interest Shortfalls remaining unpaid from prior Distribution Dates together with interest thereon, on a pro rata basis based on unpaid prepayment interest shortfalls previously allocated thereto; (v) to pay to the holders of the Class A Certificates, pro rata, based on the Net WAC Cap Shortfall Carry-Forward Amounts previously allocated thereto that remain unreimbursed, the applicable Net WAC Cap Shortfall Carry-Forward Amounts, and then to the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates in that order of priority, thx xxxxxx xx xxx Net WAC Cap Shortfall Carry-Forward Amounts remaining unpaid as of that Distribution Date; (vi) to pay to the holders of the Class A Certificates and Class M Certificates, the amount of any Relief Act Shortfalls allocated thereto that remain unreimbursed, on a pro rata basis based on Relief Act Shortfalls allocated thereto for that Distribution Date; (vii) to pay to the holders of the Class A-2 Certificates based on the amount of Realized Losses previously allocated thereto that remain unreimbursed, and then to the Class M-1, Class M-2, Class M-3 and Class M-4 Certificates in that order of priority, the prixxxxxx xxxxxxx xx xxx realized losses previously allocated thereto that remain unreimbursed; (viii) to pay any Swap Termination Payment Payments owed to the swap counterparty due to a Swap Counterparty Trigger Event; and (ix) to pay to the holders of the Class SB Certificates as set forth in clause (c)(xix) of Section 4.02. (d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (de) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.09(c)(i) through (xivii) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (ef) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010September 2013, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor therefore and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e4.09(f) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) hereinherein to the extent that the Yield Maintenance Agreement Provider fails to make any payment owed under the Yield Maintenance Agreement, the Master Servicer on behalf of the Trustee, shall make a demand for such payment under the terms of and in accordance with the Yield Maintenance Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAAC Series 2007-Sp3 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust FundFunds, for the benefit of the Class A and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(xiii) through (xixix) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December July 2010, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2005-Rs9 Trust)

The Yield Maintenance Agreement. (a) On the Closing Date, the Trustee shall, on behalf of the Trust Fund, for the benefit of the Class A A, Class M and Class SB Certificates, enter into the Yield Maintenance Agreement. (b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance Agreement (including Yield Maintenance Agreement 105 Termination Payments, if any). All Yield Maintenance Payments received under the Yield Maintenance Agreement shall be distributed as part of Excess Cash Flow in accordance with the priorities set forth in Section 4.02(c) hereof, whereas, all Yield Maintenance Agreement Termination Payments received under the Yield Maintenance Agreement shall be used as set forth in Section 4.09(e) hereof. Neither the Yield Maintenance Agreement nor any Yield Maintenance Payments (including Yield Maintenance Termination Payments) constitute a part of any REMIC created hereunder and to the extent any Yield Maintenance Payments are included as part of Excess Cash Flow they are so for definition purposes only. (c) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Yield Maintenance Agreement and to enforce the terms and provisions thereof against the Yield Maintenance Agreement Provider at the written direction of the Holders of Class A Certificates and Class M Certificates entitled to at least 51% of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such Certificateholders, then at the written direction of Residential Funding. (d) The Trustee and the Master Servicer shall treat the holders of each Class of Certificates (other than the Class SB Certificates and Class R Certificates) as having entered into a notional principal contract with the holders of the Class SB Certificates. Pursuant to each such notional principal contract, the holder of the Class SB Certificates shall be treated as having agreed to pay the amounts set forth in Sections 4.02(c)(iv4.02(c)(xii) through (xixix) to the holders of the Certificates (other than the Class SB Certificates and Class R Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). (e) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in December 2010January 2012, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the termination value under such Yield Maintenance Agreement is sufficient therefor therefore and only to the extent of the Yield Maintenance Agreement Termination Payment received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance provider to assume the obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter into a new interest rate yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the terminated Yield Maintenance Agreement. Any Yield Maintenance Agreement Termination Payment having a termination value which is not sufficient to comply with clauses (i) and (ii) of this Section 4.09(e) shall be included in the definition of Yield Maintenance Payment herein and may be distributed as Excess Cash Flow pursuant to Section 4.02(c) herein.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (RAMP Series 2006-Rs5 Trust)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!