Common use of Distribution of Principal Receipts Clause in Contracts

Distribution of Principal Receipts. 11.1 Distribution of Principal Receipts prior to the occurrence of a Trigger Event: Subject as provided in Clause 8.8 (Adjustments on Distribution Dates), prior to the occurrence of a Trigger Event (and whether or not there has been an enforcement of the Funding Security or any Issuer Security), on each Distribution Date (or, in respect of any Initial Consideration, on any Funding Contribution Date), the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, subject to the provisos below, allocate and distribute Mortgages Trustee Principal Receipts as follows: (a) first, to the Seller an amount in respect of any Initial Consideration (if any) which is then allocable and payable to the Seller under Clause 6.3 (Initial Consideration) above; (b) second, to Funding an amount in respect of each Issuer which is equal to the lesser of: (1) prior to the occurrence of an ACA Trigger Event, the principal amount due on the Intercompany Loan of such Issuer equal to the Controlled Amortisation Amounts due, if any, on such Issuer's Payment Date immediately succeeding such Distribution Date (in each case determined on the assumption that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test (as applicable) are satisfied on such date; that the Controlled Amortisation Amount is the relevant amount as set forth in the tables contained in Schedule 4 to the Current Issuer Cash Management Agreement; and that the proviso appearing at the end of such tables does not apply); and (2) upon and after the occurrence of an ACA Trigger Event, (x) in respect of each Issuer that is not an ACA Issuer, an amount as set forth in (i)(1) above; and (y) in respect of each ACA Issuer, up to an amount equal to the ACA Limit Amount in respect of such ACA Issuer; and (ii) an amount in respect of each Issuer equal to:

Distribution of Principal Receipts. 11.1 Distribution of Principal Receipts prior to the occurrence of a Trigger Event: Event Subject as provided in Clause 8.8 8.6 (Adjustments on Distribution Datesto Trust Property), prior to the occurrence of a Trigger Event (and whether or not there has been an enforcement of the Funding Security, the Funding 2 Security, any [Funding Issuer Security or any Funding 2 Issuer Security]), on each Distribution Date (or, in respect of any Initial ConsiderationPurchase Price or Special Distribution, on any Funding Contribution Date), the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, subject to the provisos below, allocate and distribute Mortgages Trustee Principal Receipts as follows: (aA) first, to the Seller an amount in respect of any Initial Consideration Purchase Price (if any) or Special Distribution which is then allocable and payable to the Seller under Clause 6.3 6.4 (Initial ConsiderationDistribution) above; (bB) second, to Funding the amount of any Special Distribution which is then allocable and payable to Funding in accordance with Clause 6.4 (Distribution) above; (C) third, in no order of priority between them but in proportion to the respective amounts due: (1) to Funding an amount in respect of each Funding Issuer which is equal to the lesser of: (1a) (i) prior to the occurrence of an ACA Trigger Event, the principal amount due on the Funding Intercompany Loan of such Funding Issuer equal to the Controlled Amortisation Amounts due, if any, on such Funding Issuer's Payment Date immediately succeeding such Distribution Date (in each case determined on the assumption that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test (as applicable) are satisfied on such date; that the Controlled Amortisation Amount is the relevant amount as set forth in the tables contained in Schedule 4 to the Current Issuer Cash Management Agreement; and that the proviso appearing at the end of such tables does not apply); and (2) upon and after the occurrence of an ACA Trigger Event, (x) in respect of each Issuer that is not an ACA Issuer, an amount as set forth in (i)(1) above; and (y) in respect of each ACA Issuer, up to an amount equal to the ACA Limit Amount in respect of such ACA Issuer; and (ii) an amount in respect of each Issuer equal to:

Distribution of Principal Receipts. 11.1 Distribution of Principal Receipts prior to the occurrence of a Trigger Event: Event Subject as provided in Clause 8.8 8.6 (Adjustments on Distribution Datesto Trust Property), prior to the occurrence of a Trigger Event (and whether or not there has been an enforcement of the Funding Security, the Funding 2 Security, any Funding Issuer Security or any Funding 2 Issuer Security), on each Distribution Date (or, in respect of any Initial ConsiderationPurchase Price or Special Distribution, on any Funding Contribution Date), the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, subject to the provisos below, allocate and distribute Mortgages Trustee Principal Receipts as follows: (aA) first, to the Seller an amount in respect of any Initial Consideration Purchase Price (if any) or Special Distribution which is then allocable and payable to the Seller under Clause 6.3 6.4 (Initial ConsiderationDistribution) above; (bB) second, to Funding the amount of any Special Distribution which is then allocable and payable to Funding in accordance with Clause 6.4 (Distribution) above; (C) third, in no order of priority between them but in proportion to the respective amounts due: (1) to Funding an amount in respect of each Funding Issuer which is equal to the lesser of: (1a) (i) prior to the occurrence of an ACA Trigger Event, the principal amount due on the Funding Intercompany Loan of such Funding Issuer equal to the Controlled Amortisation Amounts due, if any, on such Funding Issuer's Payment Date immediately succeeding such Distribution Date (in each case determined on the assumption that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test (as applicable) are satisfied on such date; that the Controlled Amortisation Amount is the relevant amount as set forth in the tables contained in Schedule 4 to the Current Issuer Cash Management Agreement; and that the proviso appearing at the end of such tables does not apply); and (2) upon and after the occurrence of an ACA Trigger Event, (x) in respect of each Issuer that is not an ACA Issuer, an amount as set forth in (i)(1) above; and (y) in respect of each ACA Issuer, up to an amount equal to the ACA Limit Amount in respect of such ACA Issuer; and (ii) an amount in respect of each Issuer equal to:

Distribution of Principal Receipts. 11.1 Distribution of Principal Receipts prior to the occurrence of a Trigger Event: Subject as provided in Clause 8.8 (Adjustments on Distribution Dates), prior to the occurrence of a Trigger Event (and whether or not there has been an enforcement of the Funding Security or any Issuer Security), on each Distribution Date (or, in respect of any Initial Consideration, on any Funding Contribution Date), the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, subject to the provisos below, allocate and distribute Mortgages Trustee Principal Receipts as follows: (a) first, to the Seller an amount in respect of any Initial Consideration (if any) which is then allocable and payable to the Seller under Clause 6.3 (Initial Consideration) above; (b) second, to Funding an amount in respect of each Issuer which is equal to the lesser of: (1i) prior to the occurrence of an ACA Trigger Event, the principal amount due on the Intercompany Loan of such Issuer equal to the Controlled Amortisation Amounts due, if any, on such Issuer's Payment Date immediately succeeding such Distribution Date (in each case determined on the assumption that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test (as applicable) are satisfied on such date; that the Controlled Amortisation Amount is the relevant amount as set forth in the tables contained in Schedule 4 to the Current Issuer Cash Management Agreement; and that the proviso appearing at the end of such tables does not apply); and (2ii) upon and after the occurrence of an ACA Trigger Event, (x) in respect of each Issuer that is not an ACA Issuer, an amount (not less than zero) equal to: Current Funding Share Outstanding Principal Balance Mortgages Trustee Percentage as set forth in (i)(1) above; and (y) in respect of each ACA calculated on the on such Issuer, up to an amount equal to the ACA Limit Amount in respect of such ACA Issuer; and's Intercompany Loan Principal Receipts x immediately preceding x ================================== Distribution Date Aggregate Outstanding Principal Principal Balance on all Intercompany Loans (iic) to Funding an amount in respect of each Issuer towards any principal amount remaining which will be due and payable (following the payment to Funding set forth in (b) above) on such Issuer's immediately succeeding Payment Date under such Issuer's Intercompany Loan (in each case determined on the assumption that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such date; that the Controlled Amortisation Amount is the relevant amount as set forth in the tables contained in Schedule 4 to the Current Issuer Cash Management Agreement; and that the proviso appearing at the end of such tables does not apply) plus an amount equal toto the amount which Funding will be required to apply on that Payment Date under item (1)(A) or (2)(A) of the Funding Pre-Enforcement Principal Priority of Payments (to the extent not already funded under (B)(1) of such priority of payments); and (d) if such Distribution Date is not a Seller Share Event Distribution Date, all remaining Mortgages Trustee Principal Receipts to the Seller (as Beneficiary), PROVIDED THAT in relation to (a) through (d) above the following rules (the "Rules for the application of Mortgages Trustee Principal Receipts") shall apply: (1) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, principal payments in respect of the Intercompany Loan of that Issuer may be made in excess of any Controlled Amortisation Amount and paragraph (b)(i) above shall no longer apply in relation to that Issuer and, except following a Non-Asset Trigger Event, the amount of Mortgages Trustee Principal Receipts to be distributed to Funding in respect of that Issuer on that Distribution Date may not exceed the amount determined under paragraph (b)(ii) above. (2) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, then for the purpose of calculating the amount in respect of that Issuer under paragraph (b)(ii) above, that amount may be reduced to the extent of any remaining amounts standing to the credit of the Issuer Reserve Ledger and/or the Issuer Liquidity Reserve Ledger (if any) for that Issuer which are to be utilised on the immediately succeeding Payment Date to repay principal on that Issuer's Intercompany Loan, but only to the extent that those amounts would not otherwise be payable on that Intercompany Loan on that Payment Date. (3) The amount of Mortgages Trustee Principal Receipts payable to Funding in respect of each Issuer on a Distribution Date will be reduced in proportion to the aggregate of the Issuer Available Revenue Receipts of that Issuer which are to be applied on the immediately succeeding Payment Date in reduction of deficiencies recorded on the Issuer Principal Deficiency Ledger of that Issuer, but only to the extent that the Issuer Available Revenue Receipts which are to be so applied on that Payment Date would not otherwise be payable as principal on the relevant Notes on that Payment Date. (4) For the purpose of determining the Mortgages Trustee Principal Receipts to be distributed to Funding in respect of the amount due on the Intercompany Loan of any Issuer under (b) and (c) above, the Outstanding Principal Balance of that Intercompany Loan shall be deemed to be reduced by the amount of: (a) any deficiency recorded on the Issuer Principal Deficiency Ledger of that Issuer as at that Distribution Date, but only to the extent that such deficiency has arisen under a result of (i) Losses on the Mortgage Loans allocated by Funding to that Issuer and/or (ii) the application of Funding Available Principal Receipts to fund the Issuer Liquidity Reserve Fund of that Issuer but not as a result of any other principal deficiency of that Issuer; and (b) the Outstanding Principal Balance as at such Distribution Date of any Special Repayment Notes issued by that Issuer. (5) Funding will not be entitled to receive and the Cash Manager shall procure that Funding does not receive any amount of Mortgages Trustee Principal Receipts from the Mortgages Trustee on a Distribution Date which is not required by Funding to repay principal falling due on any Intercompany Loan on the immediately succeeding Payment Date in order to fund payments of principal falling due on any Notes issued by any Issuer on that Payment Date. (6) The Mortgages Trustee will not distribute any Overpayment (other than a Capital Payment) in respect of any Non-Flexible Mortgage Loan until the first Distribution Date following December 31 of the year in which such Overpayment is received; provided that if a Borrower has made an Underpayment of principal in respect of such Non-Flexible Mortgage Loan following the Overpayment then the Mortgages Trustee will distribute principal in an amount up to the amount of such Underpayment (but not exceeding the amount of the Overpayment previously made) on the immediately succeeding Distribution Date. (7) If an Assignment Date or a Funding Contribution Date has occurred during the Trust Calculation Period immediately preceding a Distribution Date, then the Cash Manager shall use the Weighted Average Funding Share Percentage (instead of the Current Funding Share Percentage) as calculated pursuant to Clause 8.3(b) above in determining the amount of Mortgages Trustee Principal Receipts to be distributed to Funding in respect of each Issuer pursuant to Clause 11.1(b)(ii) above. (8) On a Seller Share Event Distribution Date, the Cash Manager shall not distribute the remaining Mortgages Trustee Principal Receipts to the Seller and shall deposit all Mortgages Trustee Retained Principal Receipts in the Mortgages Trustee GIC Account and make a corresponding credit to the Mortgages Trustee Principal Ledger. 11.2 Distribution of Mortgages Trustee Principal Receipts on or after the occurrence of an Asset Trigger Event: On or after the occurrence of an Asset Trigger Event, the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, on each Distribution Date (including, if applicable, any Distribution Date on which an Asset Trigger Event occurs), allocate and distribute all Mortgages Trustee Principal Receipts as follows: (a) if the immediately preceding Distribution Date was a Seller Share Event Distribution Date, all of the Mortgages Trustee Retained Principal Receipts to Funding; and then (b) between Funding and the Seller, in no order of priority between them and pro rata according to the Funding Share Percentage of the Trust Property and the Seller Share Percentage of the Trust Property, respectively, until the Funding Share of the Trust Property is zero (and, for the avoidance of doubt, such payments may reduce the Seller Share to an amount less than the Minimum Seller Share), PROVIDED THAT if an Assignment Date or a Funding Contribution Date has occurred in the Trust Calculation Period immediately preceding any such Distribution Date, the Cash Manager will apply all Mortgages Trustee Principal Receipts after (a) above between Funding and the Seller pro rata according to the Weighted Average Funding Share Percentage (as calculated pursuant to Clause 8.3 above) and Weighted Average Seller Share Percentage (as calculated pursuant to Clause 8.7 above) for such Distribution Date until the Funding Share of the Trust Property is zero.