Common use of The Yield Maintenance Agreement Clause in Contracts

The Yield Maintenance Agreement. On the Closing Date, the Sponsor has agreed to cause the Additional Amount to be paid to the Trust. The Grantor Trust Trustee shall enter into the Yield Maintenance Agreement on or before the second Distribution Date to evidence such right to receive Additional Amounts. Pursuant to the Yield Maintenance Agreement, the Yield Maintenance Agreement Counterparty shall remit to the Grantor Trust Trustee the Additional Amount. The Grantor Trust Trustee shall demand payment of all money payable by the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement. The Grantor Trust Trustee shall deposit in the Reserve Account all payments received from the Yield Maintenance Agreement Counterparty pursuant to the Yield Maintenance Agreement for inclusion in the Reserve Account Distribution Amount to be distributed to the Grantor Trust Certificateholders on the second Distribution Date in accordance with Section 3.05(a). In the event that the Yield Maintenance Agreement Counterparty fails to perform any of its obligations under the Yield Maintenance Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Yield Maintenance Agreement) occurs with respect to the Yield Maintenance Agreement, the Grantor Trust Trustee shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Trust, required to enforce the rights of the Trust under the Yield Maintenance Agreement. In the event that the Yield Maintenance Agreement Counterparty’s obligations are guaranteed by a third party under a guaranty relating to the Yield Maintenance Agreement (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Yield Maintenance Agreement Counterparty fails to make any payment by the close of business on the day it is required to make payment under the terms of the Yield Maintenance Agreement, the Grantor Trust Trustee shall, promptly following actual notice of the Yield Maintenance Agreement Counterparty’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty. The Yield Maintenance Agreement Counterparty or the Depositor shall promptly provide the Grantor Trust Trustee with a copy of such Guaranty; provided, that the Grantor Trust Trustee shall in no event be liable for any failure or delay in the performance by the Yield Maintenance Agreement Counterparty or any Guarantor of its obligations hereunder or pursuant to the Yield Maintenance Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith.

The Yield Maintenance Agreement. On the Closing Date, the Sponsor has agreed to cause the Additional Amount to be paid to the Trust. The Grantor Trust Trustee shall enter into the Yield Maintenance Agreement on or before the second Distribution Date to evidence such right to receive Additional Amounts. Pursuant to the Yield Maintenance Agreement, the Yield Maintenance Agreement Counterparty shall remit to the Grantor Trust Trustee amounts sufficient to cover the Additional AmountInterest Distribution Amount payable to the Grantor Trust Certificates on the second Distribution Date to the extent that the Reserve Account Deposit Portion B is insufficient to cover such amount. The Grantor Trust Trustee shall demand payment of all money payable by the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement. The Grantor Trust Trustee shall deposit in the Reserve Account all payments received from by the Yield Maintenance Agreement Counterparty pursuant to the Yield Maintenance Agreement. On the second Distribution Date the Grantor Trust Trustee shall remit amounts received from the Yield Maintenance Agreement for inclusion in the Reserve Account Distribution Amount to be distributed Counterparty to the Grantor Trust Certificateholders on the second Distribution Date in accordance with Section 3.05(a). In the event that the Yield Maintenance Agreement Counterparty fails to perform any of its obligations under the Yield Maintenance Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Yield Maintenance Agreement) occurs with respect to the Yield Maintenance Agreement, the Grantor Trust Trustee shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Trust, required to enforce the rights of the Trust under the Yield Maintenance Agreement. In the event that the Yield Maintenance Agreement Counterparty’s obligations are guaranteed by a third party under a guaranty relating to the Yield Maintenance Agreement (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Yield Maintenance Agreement Counterparty fails to make any payment by the close of business on the day it is required to make payment under the terms of the Yield Maintenance Agreement, the Grantor Trust Trustee shall, promptly following actual notice of the Yield Maintenance Agreement Counterparty’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty. The Yield Maintenance Agreement Counterparty or the Depositor shall promptly provide the Grantor Trust Trustee with a copy of such Guaranty; provided, that the Grantor Trust Trustee shall in no event be liable for any failure or delay in the performance by the Yield Maintenance Agreement Counterparty or any Guarantor of its obligations hereunder or pursuant to the Yield Maintenance Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith. Upon an early termination of the Yield Maintenance Agreement other than in connection with the optional termination of the Trust, the Grantor Trust Trustee, pursuant to this Agreement, will use reasonable efforts to appoint a successor yield maintenance agreement counterparty selected by the Depositor to enter into a new yield maintenance agreement on terms substantially similar to the Yield Maintenance Agreement, with a successor yield maintenance agreement counterparty meeting all applicable eligibility requirements. The Grantor Trust Trustee will apply any Yield Maintenance Agreement termination payment received from the original Yield Maintenance Agreement Counterparty in connection with such early termination of the Yield Maintenance Agreement to the upfront payment required to appoint the successor yield maintenance agreement counterparty. If the Grantor Trust Trustee is unable to appoint a yield maintenance agreement counterparty selected by the Depositor within 30 days of the early termination of the Yield Maintenance Agreement, then the Grantor Trust Trustee will deposit any Yield Maintenance Agreement termination payment received from the original Yield Maintenance Agreement Counterparty into a separate, non-interest bearing reserve account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Trustee by the original Yield Maintenance Agreement Counterparty calculated in accordance with the terms of the original Yield Maintenance Agreement, and distribute such amount in accordance with the terms of this Agreement.

The Yield Maintenance Agreement. (a) On the Closing Date, the Sponsor has agreed to cause Trust Administrator shall establish and maintain in its name on behalf of the Additional Amount to be paid to Trustee, in trust for the Trustbenefit of the Class 3-A-1 Certificates, the Yield Maintenance Account. The Grantor 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 shall is hereby directed by the Depositor, on or before the Closing Date, to enter into the Yield Maintenance Agreement on for the benefit of the Holders of the Class 3-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 before the second Distribution Date to evidence such right to receive Additional Amounts. Pursuant to 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 remit be paid by the Depositor. Notwithstanding anything to the Grantor contrary contained herein or in the Yield Maintenance Agreement, neither the Trustee nor the Trust Trustee the Additional Amount. The Grantor Trust Trustee Administrator shall demand payment of all money payable by be required to make any payments to the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement. . (c) The Grantor Trust Trustee Administrator shall deposit in the Reserve Account all payments received from the any Yield Maintenance Agreement Counterparty pursuant to the Yield Maintenance Agreement for inclusion in the Reserve Account Distribution Amount to be distributed to the Grantor Trust Certificateholders on the second Distribution Date in accordance with Section 3.05(a). In the event that the Yield Maintenance Agreement Counterparty fails to perform any of its obligations under the Yield Maintenance Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Yield Maintenance Agreement) occurs Payments received with respect to the Yield Maintenance Agreement, Agreement into the Grantor Yield Maintenance Account. (d) The Trust Trustee shall, promptly following actual notice of such failure, breach or event, notify the Depositor Administrator shall prepare and send deliver any notices and make any demands, on behalf of the Trust, required to enforce be delivered to the rights of the Trust Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement. In . (e) The Trust Administrator shall on behalf of the event that Trustee terminate the Yield Maintenance Agreement Counterparty’s obligations are guaranteed by Counterparty upon the occurrence of an Event of Default (as defined under the Yield Maintenance Agreement) under the Yield Maintenance Agreement of which a third party under Responsible Officer of the Trust Administrator has actual knowledge. Upon such a guaranty relating termination, the Yield Maintenance Agreement Counterparty may be required to pay an amount to the 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 (such guaranty Termination Date for the “Guaranty” and such third party Class 3-A-1 Certificates, the “Guarantor”), then to the extent that Trust Administrator shall distribute Yield Maintenance Agreement Payments on deposit in the Yield Maintenance Agreement Counterparty fails Account to make the Class 3-A-1 Certificates to pay any payment Yield Maintenance Amount for the Class 3-A-1 Certificates for that Distribution Date. (g) Funds in the Yield Maintenance Account may be invested in Eligible Investments by the close Trust Administrator at the direction of business the Depositor maturing on or prior to the day it is required 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 make payment under this Agreement. The Trust Administrator shall treat amounts paid by the terms 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 Agreement, any amounts remaining in the Grantor Trust Trustee shall, promptly following actual notice 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 3-A-1 Certificates equals zero or the Yield Maintenance Agreement Counterparty’s failure to payTermination Date for the Class 3-A-1 Certificates, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty. The Yield Maintenance Agreement Counterparty or the Depositor shall promptly provide the Grantor Trust Trustee with a copy of such Guaranty; provided, that the Grantor Trust Trustee shall amounts on deposit in no event be liable for any failure or delay in the performance by the Yield Maintenance Agreement Counterparty or any Guarantor of its obligations hereunder or pursuant Account not payable on the Class 3-A-1 Certificates shall be distributed to the Yield Maintenance Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewithDepositor.