Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer. (b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee; (ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount; (iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and (iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03. (c) [reserved]; (d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero. (ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows: (A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority; (B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and (C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03. (e) [reserved]; (f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date: (1) to pay the Class A Interest Carry Forward Amount from prior periods, if any; (2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates); (3) to pay the Extra Principal Distribution Amount for such Payment Date; (4) to pay the Class B Interest Carry Forward Amount, if any; (5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and (6) as provided in Section 7.03(h) hereof. (g) [reserved]: (h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows: (1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances; (2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee); (3) [reserved]; (4) to fund a distribution to the Owners of the Residual Certificates, the remainder. (i) [reserved]; (j) [reserved]; (k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates. (l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account. (m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above. (n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Trust 1997-5)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, (i) any Insured Paymentspayments made pursuant to the Certificate Insurance Policy, (ii) the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Trustee, (iii) on the Payment Dates occurring in December, 1996, January, 1997 and February 1997, the Pre-Funding Earnings transferred by the Trustee pursuant to Section 7.4(c) hereof, (iv) the Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 7.4(d) hereof and (v) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.5(b)(vi) hereof and (vi) the amounts, if any, transferred from the Revolving Account pursuant to Sections 7.5(b)(vi), (vii), (viii) and (x) hereof.
(b) On With respect to the Certificate Account, on each Payment Date, the Trustee shall make the following allocations, disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) Firstfirst, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent FeeTrustee's Fee then due;
(ii) Secondsecond, to the Owner of the Originator's Interest, the Originator's Current Amount, if any, for such Payment Date;
(iii) third, from amounts then on deposit in the Certificate Account, the Premium Amount for such Payment Date.
(iv) fourth, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward AmountDistribution Amount for such Payment Date;
(iiiv) Third, to the extent of the Interest Amount Available then remainingfifth, to the Owners of the Class B A Certificates, the Class B Current Interest; and
(iv) Fourthas a distribution of principal, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment Overcollateralization Deficit for such Payment Date;
(vi) sixth, as follows: (I) to if such Payment Date is the Owners first Payment Date following the end of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentiallyPre-Funding Period, to the Owners of the Class A-9 and Class A-10 (A Certificates as a distribution of principal any amount remaining in the case Pre-Funding Account (after taking into account all transfers of Subsequent Mortgage Loans on or prior to such Payment Date); provided, that if such remaining amount is less than $100,000, such amount shall be deposited in the Class A-10 Certificate, distributions of principal Revolving Account and shall include any amounts in be deemed to be on deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates Revolving Account on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zeroDate; provided that, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to if the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in on deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) SecondRevolving Account exceeds $3,000,000, the lesser amount of (x) the such excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; andA Certificates as a distribution of principal;
(Cvii) Thirdseventh, any portion for each Payment Date during the Revolving Period to the Owner of the Principal Remittance Amount remaining after making all Originator's Interest, in exchange for the Originator's transfer as of such Payment Date of the distributions in clauses Additional Mortgage Loans, an amount equal to the lesser of (A) the sum of (i) Net Principal Collections for the related Remittance Period and (ii) the amount on deposit in the Revolving Account at the opening of business on such Payment Date and (B) above the aggregate Principal Balance as of the related Subsequent Cut-Off Date of all Additional Mortgage Loans relating to such Payment Date; provided, that if the amount described in clause (A) exceeds the amount described in clause (B), an amount equal to such excess shall be distributed as provided in subsection deposited to (for retained in) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required Revolving Account and shall be deemed to be applied on deposit in the following order of priority Revolving Account on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods; provided that, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for amount on deposit in the Revolving Account exceeds $3,000,000, the amount of such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust excess shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates)A Certificates as a distribution of principal;
(3viii) eighth, for each Payment Date during the Amortization Period, to pay the Extra Owners of the Class A Certificates as a distribution of principal, the Scheduled Principal Distribution Amount for such Payment Date; plus, if such Payment Date is the first Payment Date occurring during the Amortization Period, all amounts then on deposit in the Revolving Account, after taking into account any deposits thereto and any withdrawals therefrom on such Payment Date;
(4ix) ninth, to pay the Class B Interest Carry Forward Certificate Insurer, the Reimbursement Amount, if any, then due to it;
(5x) tenth,
(A) during the Revolving Period,
(1) to pay the Class B Realized Loss Amortization Originator, in exchange for the Originator's assignment as of such Payment Date of the O/C Mortgage Loans, to the extent available, up to an amount equal to the lesser of (a) the Overcollateralization Deficiency Amount for such Payment Date; and
and (6b) the Principal Balance as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Dateof the related Subsequent Cut-Off Date of all such available O/C Mortgage Loans, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;or
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than extent not released to the Auction Agent Fee);Originator in exchange for the Originator's assignment as of such Payment Date of the O/C Mortgages, to the Revolving Account up to an amount equal to the Overcollateralization Deficiency Amount, or
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificatesif, on such Payment Date, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed amount on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained deposit in the Certificate Account.
Revolving Account (mafter taking into account any deposits thereto and any withdrawals therefrom on such Payment Date) Upon receipt of Insured Payments from the Certificate Insurer on behalf of exceeds $3,000,000, to the Owners of the Class A Trust Certificates, Certificates as a distribution of principal the Trustee shall deposit amount of such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) aboveexcess.
(nB) Anything herein During the Amortization Period, to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also as a distribution of principal up to an amount 77 equal to the Overcollateralization Deficiency Amount (the "Accelerated Principal Payment");
(xi) eleventh, to the Master Servicer, reimbursement for Servicing Advances to the extent not previously reimbursed and reimbursement for Servicing Advances which have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall been deemed Nonrecoverable Advances;
(ixii) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same twelfth, to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by Certificates, the Trustee or Paying Agent from proceeds amount of a Certificate Insurance Policy shall not be considered payment by any Net Funds Cap Carry-Forward Amount then due; and
(xiii) thirteenth, to the Trust, nor shall such payments discharge the obligation holder of the Trust with respect to such Class A Trust Certificates and Originator's Certificate, any amount remaining on deposit in the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03Account.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 1996-A)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the ServicerAmount.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Monthly Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount plus amounts described in Second below)Section 7.03(a) which are then on deposit in the Certificate Account (such amount, the "Available Funds") will be applied in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, for the payment of certain fees, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction AgentMaster Servicer, the Auction Agent Master Servicing Fee, (as long as the Master Servicer is engaged under this Agreement);
(ii) Second, for the payment of Class A Certificate interest, to the extent of the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of related Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, then such amount will be distributed among the outstanding Classes of related Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the any shortfall will be carried forward as the Class A Interest Carry Forward Amountwith accrued interest;
(iii) Third, for the payment of Class B Certificate interest, to the extent of the Interest Amount Available Funds then remainingremaining in the Certificate Account, to the Owners of the Class B Certificates, an amount equal to the Current Interest for the Class B Current Interest; andCertificates;
(iv) Fourth, for the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) payment of this Section 7.03.
(c) [reserved];
(d) On each Payment Datethe Reimbursement Amount, if any, then due to the Trustee shall make Certificate Insurer, to the following disbursements from amounts relating to principal (including extent of the principal component of any Insured Payments) Available Funds then remaining in the following order Certificate Account the lesser of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of Reimbursement Amount then owed to the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 Certificate Insurer and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Maximum Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up Insurer Current Reimbursement Amount with respect to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date;
(v) Fifth, (III) sequentiallyfor the payment of the Class A Certificate principal, to the extent of the Available Funds then remaining in the Certificate Account plus the principal component of an Insured Payment, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) A Certificates, in that order, until their respective Certificate Principal Balances are reduced an amount necessary to zero and (IV) to (x) reduce the Owners of the Aggregate Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate A Certificate Principal Balance (determined prior to payment of each Group between any such amount) to the Fixed Rate PAC Group and Class A Optimal Balance for such Payment Date;
(vi) Sixth, to fund the Floating Rate PAC Group and sequentially within each group Interest Carry Forward Amount, if any, with respect to the Class B Certificates, to the extent of the Available Funds then remaining in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced Account;
(vii) Seventh, for the payment of Class B Certificate principal, to zero. Notwithstanding the foregoingextent of the amount then remaining in the Certificate Account, on any Payment Date on which an amount necessary to reduce the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Optimal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date;
(viii) Eighth, (II) sequentiallythe remaining amount, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificateif any, distributions of principal shall include any amounts in on deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced Account with respect to zero and (III) to (x) both Loan Groups is the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the "Monthly Excess Cashflow Amount is required to Amount", which shall be applied in the following order of priority on such Payment Datepriority:
(1a) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay fund the Class B Realized Loss Amortization Amount for such Payment Date; and;
(6b) as provided to the Master Servicer, to the extent of (i) any unreimbursed Delinquency Advances, (ii) any servicing transition expenses incurred by the Master Servicer or its designee in Section 7.03(hassuming the direct servicing of the Home Equity Loans and (iii) hereof.any other documented costs and expenses incurred by the Master Servicer;
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1c) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;Advances and any other costs and expenses incurred by the Servicer; and
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4d) to fund a distribution to the Owners of the Residual Certificates, Class C Certificates in an amount equal to the remainderClass C Distribution Amount.
(ie) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf fund a distribution of the Owners of the Class A Trust R Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, any Retained Interest and the Pool PMI Insurance Premiums, if any, (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplication, upon receipt, any Insured Payments, REMIC 2 and REMIC 3 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances made Preliminary Statement to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicerthis Agreement.
(b) On each Payment Distribution Date, the Trustee shall make the following disbursements from distribute the Interest Remittance Amount for such date in the following order of priority:
(including i) to the interest component of Class A-IO Certificates, Current Interest and any Insured Payments which is available only Carryforward Interest for such Class and such Distribution Date;
(ii) concurrently, pro rata, to the Class A-F5 Insurer, the Class A-F5 Premium for the payment Class A-F5 Policy for such Distribution Date and to the Class A-F1, Class A-F2, Class A-F3, Class A-F4 and Class A-F5 Certificates, as a group, Current Interest and any Carryforward Interest for each such Class and such Distribution Date, in each case in proportion to their respective entitlements under this Section 6.05(b)(ii);
(iii) to the Class A-F5 Insurer, any Reimbursement Amount for such Distribution Date;
(iv) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xiii) to the Trustee, any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the amount described limitations on amounts reimbursable in Second below)any Anniversary Year; and
(xiv) for application as part of Excess Cashflow for such Distribution Date, as provided in subsection (d) of this Section, any Interest Remittance Amount remaining after application pursuant to clauses (i) through (xiii) above.
(c) On each Distribution Date, the Trustee shall distribute the Principal Remittance Amount in the following order of priority:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until the aggregate Class Principal Balance of the Principal-Only Certificates and the Fixed Rate Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (aA) to the TrusteeClass A-PO Certificates, the Trustee Feein reduction of their Class Principal Balance, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of until the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the PO Principal Distribution Amount shall be distributed and the PO Shortfall Distribution Amount, if any;
(B) to the Class B Certificates A-F5 Certificates, in reduction of their Class Principal Balance, until the Certificate Class Principal Balances thereof have Balance of such Class has been reduced to zero., the NAS Priority Amount;
(C) to the Class A-F1, Class A-F2, Class A-F3, Class A-F4 and Class A-F5 Certificates, sequentially, in that order, in each case in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(D) to the Class A-F5 Insurer, any remaining Class A-F5 Premium and any remaining Reimbursement Amount for such Distribution Date, in each case, to the extent not paid pursuant to Section 6.05(b)(ii) and (iii) hereof;
(E) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(F) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(G) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(H) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(I) to the Class M-5 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(J) to the Class M-6 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(K) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(L) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date;
(M) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the remaining Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date; and
(N) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d); and
(ii) On for each Payment Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until the Owners aggregate Class Principal Balance of the Class A Trust Principal-Only Certificates (other than and the Class A-11 IO Certificates) and Class B Fixed Rate Certificates will be entitled to receive payments of principalequals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) Firstto the Class A-PO Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the lesser of (x) the PO Principal Distribution Amount together with and the principal component PO Shortfall Distribution Amount, if any;
(B) concurrently, pro rata, to the Senior Fixed Rate Certificates and the Subordinate Certificates, in proportion to the respective Class Principal Balances of any Insured Payment and (y) such Classes, the Class A Non-PO Principal Distribution Amount, as reduced by any PO Shortfall Distribution Amount for such Distribution Date; provided that any amount distributable to the Senior Fixed Rate Certificates pursuant to this clause shall be distributed (I) first to the (x) the Owners of Class A-2 FixedA-F5 Certificates, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners in respect of the NAS Priority Amount, in reduction of their Class A-7 and Principal Balance, until the Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group such Class has been reduced to zero, and the Floating Rate PAC Group and sequentially within each group in that order), an amount up second to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment DateClass A-F1, (II) sequentiallyClass A-F2, to the Owners of the Class A-9 A-F3, Class A-F4 and Class A-10 Certificates (in the case of the Class A-10 CertificateA-F5 Certificates, distributions of principal shall include any amounts in deposit in the Auction Remainder Account)sequentially, in that order, until in each case in reduction of their respective Certificate Class Principal Balances are reduced to zero and (III) to (x) the Owners of Balances, until the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the such Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Thirdany remaining amount, any portion for application as part of Excess Cashflow pursuant to Section 6.05(d).
(d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts on deposit in the Basis Risk Reserve Fund, in the following order of priority:
(i) on each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the Principal Remittance Principal-Only Certificates and the Fixed Rate Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount remaining after making all for such Distribution Date, in the following order of the distributions in clauses priority:
(A) and to the Class A-F5 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero, the NAS Priority Amount;
(B) above to the Class A-F1, Class A-F2, Class A-F3, Class A-F4 and Class A-F5 Certificates, sequentially, in that order, in each case in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero;
(C) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(D) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(E) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(F) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(G) to the Class M-5 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(H) to the Class M-6 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(I) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(J) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(K) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(ii) on each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the Principal-Only Certificates and Fixed Rate Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, pro rata, to the Senior Fixed Rate Certificates and the Subordinate Certificates, in proportion to the respective Class Principal Balances of such Certificates, provided that any amount distributable to the Senior Fixed Rate Certificates pursuant to this clause shall be distributed as provided first to the Class A-F5 Certificates, in subsection respect of the NAS Priority Amount, in reduction of their Class Principal Balance, until the Class Principal Balance thereof has been reduced to zero and second to the Class A-F1, Class A-F2, Class A-F3, Class A-F4 and Class A-F5 Certificates, sequentially, in that order, in each case in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero;
(fiii) to the Basis Risk Reserve Fund, the amount of any Basis Risk Payment, and then from the Basis Risk Reserve Fund, in the following order of priority:
(A) concurrently, pro rata, to the Class A-F1, Class A-F2, Class A-F3, Class A-F4 and Class A-F5 Certificates, in proportion to their respective entitlements under this Section 7.036.05(d)(iii), any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for each such Class and such Distribution Date
(B) to the Class M-1 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(C) to the Class M-2 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(D) to the Class M-3 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(E) to the Class M-4 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(F) to the Class M-5 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(G) to the Class M-6 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(H) to the Class B-1 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(I) to the Class B-2 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(J) to the Class B-3 Certificates, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and such Distribution Date;
(iv) to the Subordinate Certificates, in order of seniority, any Deferred Principal Amount for such Class for such Distribution Date;
(v) on the Distribution Date in October 2012, $100.00 to the Class P Certificates in reduction of the Class P Principal Amount;
(vi) to the Class X Certificates, any amounts remaining in the Basis Risk Reserve Fund after taking into account distributions pursuant to clauses (i) through (v) above, in excess of the Basis Risk Reserve Fund Requirement for such Distribution Date;
(vii) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date; and
(viii) to the Residual Certificates, any remaining amount.
(e) [reserved];On each Distribution Date, the Trustee shall distribute the Class P Distribution Amount for such Distribution Date to the Class P Certificates.
(f) On any Payment the Termination Date, the Monthly Excess Cashflow Trustee shall distribute to each Class of Certificates the amounts set forth in Section 10.02 hereof as follows:
(i) The Trustee shall distribute the Class A-IO Termination Amount to the Class A-IO Certificates if the Trust Fund is required terminated pursuant to be applied Section 10.02(a);
(ii) The Trustee shall distribute the amount of the Termination Price allocable to interest, together with any other amounts received by the Trustee in respect of interest pursuant to Section 10.02, in the following order of priority on such Payment Datepriority:
(1A) to pay the Class A Interest Carry Forward A-IO Certificates, any accrued and unpaid interest on the outstanding Class Notional Amount from prior periods, if anythereof;
(2B) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed concurrently, pro rata, to the Owners of Class A-F1, Class A-F2, Class A-F3, Class A-F4 and Class A-F5 Certificates, in proportion to their respective Class Principal Balances in reduction thereof, until the Class R Certificates)Principal Balance of each such Class has been reduced to zero;
(3C) to pay the Extra Principal Distribution Amount for such Payment DateClass A-F5 Insurer, any remaining Class A-F5 Premium and any remaining Reimbursement Amount;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1D) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Class M-1 Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account accrued and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.unpai
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Mortage Pass-Through Trust 2005-D)
Flow of Funds. (a) The On each Distribution Date the ------------- Trustee shall deposit to distribute from the Certificate Account, without duplication, upon receipt, any Insured Payments, Account the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Available Distribution Amount remitted by the Servicer.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurredfollows:
(i) On each Payment concurrently, (i) to the Class IO Certificates, the Class IO Interest Distribution Amount for such Distribution Date before and any portion of any Class IO Interest Distribution Amount remaining unpaid from any preceding Distribution Date and (ii) to the Stepdown Class A Certificates, the related Class A Interest Distribution Amount for such Distribution Date and any portion of the Owners related Class A Interest Distribution Amount remaining unpaid from any preceding Distribution Date;
(ii) concurrently, to the holders of the Class PO Certificates and Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment , in reduction of 100% of the their Certificate Principal Distribution AmountBalances, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero: (A) the Class PO Principal Distribution Amount for such Distribution Date and any portion of the Class PO Principal Distribution Amount remaining unpaid from any preceding Distribution Date, and (IIB) the related Class A Principal Distribution Amounts for such Distribution Date, respectively; provided that any shortfall in amounts due pursuant to this Section 6.05(a)(ii) will be allocated (X) to the Class PO Certificates in an amount equal to the Class PO Principal Percentage of the amount of the shortfall attributable to payments due but not received on the Class PO Mortgage Loans, and (Y) otherwise, among the Class A Certificates applied pro rata in proportion to the Certificate Principal Balance of each such Class immediately preceding such Distribution Date;
(iii) to the holders of the Class M-1 Certificates, the Class M-1 Interest Distribution Amount for such Distribution Date and any portion of the Class M-1 Interest Distribution Amount remaining unpaid from any preceding Distribution Date;
(iv) to the holders of the Class M-1 Certificates, the portion of the Subordinate Principal Distribution Amount for such Distribution Date allocated thereto pursuant to Section 6.05(b);
(v) to the holders of the Class M-2 Certificates, the Class M-2 Interest Distribution Amount for such Distribution Date and any portion of the Class M-2 Interest Distribution Amount remaining unpaid from any preceding Distribution Date;
(vi) to the holders of the Class M-2 Certificates, the portion of the Subordinate Principal Distribution Amount for such Distribution Date allocated thereto pursuant to Section 6.05(b);
(vii) to the holders of the Class M-3 Certificates, the Class M-3 Interest Distribution Amount for such Distribution Date and any portion of the Class M-3 Interest Distribution Amount remaining unpaid from any preceding Distribution Date;
(viii) to the holders of the Class M-3 Certificates, the portion of the Subordinate Principal Distribution Amount for such Distribution Date allocated thereto pursuant to Section 6.05(b);
(ix) to the holders of the Class B-1 Certificates, the Class B-1 Interest Distribution Amount for such Distribution Date and any portion of the Class B-1 Interest Distribution Amount remaining unpaid from any preceding Distribution Date;
(x) to the Owners holders of the Class A-2 FixedB-1 Certificates, the portion of the Subordinate Principal Distribution Amount for such Distribution Date allocated thereto pursuant to Section 6.05(b);
(xi) to the holders of the Class A-3B-2 Certificates, the Class A-4B-2 Interest Distribution Amount for such Distribution Date and any portion of the Class B-2 Interest Distribution Amount remaining unpaid from any preceding Distribution Date;
(xii) to the holders of the Class B-2 Certificates, the portion of the Subordinate Principal Distribution Amount for such Distribution Date allocated thereto pursuant to Section 6.05(b);
(xiii) to the holders of the Class A-5 B-3 Certificates, the Class B-3 Interest Distribution Amount for such Distribution Date and any portion of the Class A-6 B-3 Interest Distribution Amount remaining unpaid from any preceding Distribution Date;
(xiv) to the holders of the Class B-3 Certificates, the portion of the Subordinate Principal Distribution Amount for such Distribution Date allocated thereto pursuant to Section 6.05(b);
(xv) to the holders of any Class of Certificates to which Realized Losses will be allocated on such Distribution Date in accordance with Section 6.07 (after distribution of the amounts set forth in clauses (i) through (xiv) above), any portion of the Available Distribution Amount on such Distribution Date remaining after distribution of the amounts set forth in clauses (i) through (xiv) above, but only to the extent of the amount of Realized Losses allocated on such Distribution Date (with such amount to be allocated to any such Class of Certificates on a pro rata basis in accordance with the amount of Realized Losses allocated to each such Class on such Distribution Date); and
(xvi) to the holders of the Class R-I Certificates, the balance remaining.
(b) The Subordinate Principal Distribution Amount will be allocated to the Subordinate Certificates on a pro rata basis in accordance with their respective Certificate Principal Balances and; provided, however, that if, on any Distribution Date, the Credit Support for any Class of Subordinate Certificates is less than the Initial Credit Support for such Class, (i) the amount set forth in clause (ii) and (yiv) of the Owners definition of Subordinate Principal Distribution Amount will be allocated among the Class A-7 of Subordinate Certificates with the highest payment priority and Class A-8 those Classes of Subordinate Certificates (with respect to which the Credit Support is at least equal to the Initial Credit Support, pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the respective Certificate Principal Balances thereof to their respective Planned thereof, and (ii) the remainder of the Subordinate Principal Balances for such Payment Date, (III) sequentially, Distribution Amount will be allocated to the Owners of the Class A-9 and Class A-10 (Subordinate Certificates on a pro rata basis in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until accordance with their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zeroBalances.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount plus any Back-Up Servicer Fee remitted by the ServicerServicer with respect to each Loan Group. The Trustee shall remit the Back-Up Servicer Fee to the Back-Up Servicer before any distributions are made pursuant to Section 7.03(b) herein.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Monthly Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount plus amounts described in Second below)Section 7.03(a) which are then on deposit in the Certificate Account (such amount, the "Available Funds") will be applied in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, for the payment of certain fees, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent FeeAmount;
(ii) Second, for the payment of that Class A Certificate interest, to the extent of the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of related Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the related Class A Trust Certificates, then such amount will be distributed among the outstanding Classes of related Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the any shortfall will be carried forward as the Class A Interest Carry Forward Amountwith accrued interest;
(iii) Third, for the payment of Class B Certificate interest, to the extent of the Interest Amount Available Funds then remainingremaining in the Certificate Account, to the Owners of the Class B Certificates, an amount equal to the Current Interest for the Class B Current Interest; andCertificates;
(iv) Fourth, for the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) payment of this Section 7.03.
(c) [reserved];
(d) On each Payment Datethe Reimbursement Amount, if any, then due to the Trustee shall make Certificate Insurer, to the following disbursements from amounts relating to principal (including extent of the principal component of any Insured Payments) Available Funds then remaining in the following order Certificate Account the lesser of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of Reimbursement Amount then owed to the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 Certificate Insurer and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up Maximum Insurer Current Reimbursement Amount with respect to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date;
(v) Fifth, (III) sequentiallyfor the payment of the Class A Certificate principal, to the extent of the Available Funds then remaining in the Certificate Account plus the principal component of an Insured Payment, to the Owners of the Class A-9 and Class A-10 (in the case of A Certificates, an amount necessary to reduce the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate A Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard such related Class A Certificates to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on Optimal Balance for such Payment Date shall be distributed pro rata without regard Date;
(vi) Sixth, to any Planned Principal Balances or other order of priority. If on any Payment Date fund the Class A Trust Certificate Principal Balance has been reduced to zeroInterest Carry Forward Amount, 100% of the Principal Distribution Amount shall be distributed if any, with respect to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, Available Funds then remaining in the case Certificate Account;
(vii) Seventh, for the payment of Class B Certificate principal, to the extent of the Class A Trust Certificates (other than amount then remaining in the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order)Account, an amount up to the amount necessary to reduce the Certificate Class B Principal Balances thereof Balance to their respective Planned Principal Balances the Class B Optimal Balance for such Payment Date;
(viii) Eighth, (II) sequentiallythe remaining amount, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificateif any, distributions of principal shall include any amounts in on deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced Account with respect to zero and (III) to (x) both Loan Groups is the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the "Monthly Excess Cashflow Amount is required to Amount", which shall be applied in the following order of priority on such Payment Datepriority:
(1a) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay fund the Class B Realized Loss Amortization Amount for such Payment Date; and;
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1b) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing AdvancesAdvances and any other costs and expenses incurred by the Servicer; and
(c) from the Class C Distribution Amount, to fund the Class B Available Funds Cap Carry-Forward Amount;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4d) to fund a distribution to the Owners of the Residual Certificates, Class C Certificates in an amount equal to the remainderremaining Class C Distribution Amount.
(ie) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the fund a distribution to Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust R Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Flow of Funds. (ai) The Trustee shall deposit to in the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the ServicerAmount.
(bii) On each Payment Date, the Trustee shall make transfer the following disbursements Lower-Tier Distribution Amount from the Certificate Account to the Upper-Tier Distribution Account.
(iii) On each Payment Date, the Trustee shall transfer to the Trustee, the Trustee Fee and any Trustee Reimbursable Expenses from the Certificate Account.
(b) With respect to funds on deposit in the Upper-Tier Distribution Account, on each Payment Date, the Trustee shall disburse the Interest Remittance Amount transferred thereto pursuant to subsection (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), a) in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;Reserved.)
(ii) SecondFirst, to the Owners of the Class A Trust Certificates (including the Class A-11 IO A-7IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount the Interest Amount Available will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Second, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest;
(iv) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest;
(v) Fourth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(ivvi) FourthFifth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (fd) of this Section 7.03.
(c) [reserved];
(d) On With respect to the Upper-Tier Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) transferred thereto, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date (a) before the Stepdown Date or (b) on or after the Stepdown Date if a Trigger Event is in effect, Owners of the Class A Trust Certificates (other than the Class A-11 IO A-7IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, Amount as follows: (I) to the Owners of the Class A-1 Certificates until A-6 Certificates, the Certificate Principal Balances thereof have been reduced to zero, Class A-6 Lockout Distribution Amount and (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentiallyfirst, to the Owners of the Class A-9 and Class A-10 (in the case of A-1 Certificates until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective A-1 Certificate Principal Balances are Balance is reduced to zero and (IV) zero; second, to (x) the Owners of the Class A-2 FixedCertificates, until the Class A-3A-2 Certificate Principal Balance is reduced to zero; third, Class A-4, Class A-5, Class A-6 and (y) to the Owners of the Class A-7 and A-3 Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of each Group between the Fixed Rate PAC Group Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and sixth, to the Floating Rate PAC Group and sequentially within each group in that order), Owners of the Class A-6 Certificates (without regard to their respective Planned Principal Balances and the Class A-6 Lockout Distribution Amount) until the Class A-6 Certificate Principal Balances thereof are Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date in accordance with the Class A Trust respective Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zeroBalances.
(ii) On each Payment Date (a) on or after the Stepdown Date and (b) as long as a Trigger Event is not in effect, the Owners of the Class A Trust Offered Certificates (other than the Class A-11 IO A-7IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group A-6 Certificates, in that order), an amount up equal to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, Class A-6 Lockout Distribution Amount and (II) sequentiallyfirst, to the Owners of the Class A-9 and Class A-10 A-1 Certificates (in the case of until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective A-1 Certificate Principal Balances are Balance is reduced to zero and (III) zero; second, to (x) the Owners of the Class A-2 FixedCertificates, until the Class A-3A-2 Certificate Principal Balance is reduced to zero; third, Class A-4, Class A-5, Class A-6, and (y) to the Owners of the Class A-7 and A-3 Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of each Group between the Fixed Rate PAC Group Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and sixth, to the Floating Rate PAC Group and sequentially within each group in that order), Owners of the Class A-6 Certificates (without regard to their respective Planned Principal Balances and the Class A-6 Lockout Distribution Amount) until the Class A-6 Certificate Principal Balances thereof are Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned in accordance with the respective Certificate Principal Balances or other order of priority;Balances.
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero;
(C) Third, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero;
(D) Fourth, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount shall be distributed delivered to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(CE) ThirdFifth, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (BD) above shall be distributed as provided in subsection (fd) of this Section 7.03.
(e) [reserved];
(fd) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1i) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay fund the Extra Principal Distribution Amount for such Payment Date;
(4ii) to pay fund the Class M-1 Interest Carry Forward Amount, if any;
(iii) to fund the Class M-1 Realized Loss Amortization Amount for such Payment Date;
(iv) to fund the Class M-2 Interest Carry Forward Amount, if any;
(v) to fund the Class M-2 Realized Loss Amortization Amount for such Payment Date;
(vi) to fund the Class B Interest Carry Forward Amount, if any;
(5vii) to pay fund the Class B Realized Loss Amortization Amount for such Payment Date; and;
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1viii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2ix) to pay any the Trustee for the reimbursement of expenses or other amounts due under of the Auction Agent Agreement (other than the Auction Agent Fee);Trustee not reimbursed pursuant to Section 7.03(a)(iii) above which expenses were incurred in connection with its duties and obligations hereunder; and
(3) [reserved];
(4x) to fund a distribution to the Owners of the Residual Class R Certificates, the remainder; provided, however, that if the Overcollateralization Release Amount is zero solely due to the existence of a Subordinated Trigger Event, then the amount which otherwise would constitute the related Overcollateralization Release Amount shall be distributed as a reduction of the Certificate Principal Balance of the Subordinate Certificates, as follows: first, to the Owners of the Class B Certificates until the related Class B Certificate Termination Date, second, to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Termination Date, and third, to the Owners of the Class M-1 Certificates until the Class M-1 Certificate Termination Date.
(e) On each Payment Date, the Trustee shall allocate an amount equal to the excess of (x) the Aggregate Certificate Principal Balance over (y) the Loan Balance of the Home Equity Loans, if any, to reduce the Certificate Principal Balances of the Subordinate Certificates in the following order of priority:
(i) [reserved]to the Class B Certificates until the Class B Certificate Principal Balance is reduced to zero;
(jii) [reserved];to the Class M-2 Certificates until the Class M-2 Certificate Principal Balance is reduced to zero; and
(kiii) to the Class M-1 Certificates until the Class M-1 Certificate Principal Balance is reduced to zero.
(f) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause clauses (dc), (d)(i) and (d)(x) shall not exceed the original Certificate Principal Balance of the related Certificates.
(lg) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Class R Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Residual Certificates Class R Certificate shall not be required to refund any amount properly distributed on the Residual Class R Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1998 5)
Flow of Funds. (a) The On each Distribution Date (or with respect to payments to the Swap Counterparty, on the related Swap Payment Date), the Trustee shall deposit withdraw from the Certificate Distribution Account, to the Certificate Accountextent of funds on deposit therein, without duplicationthe Total Distribution Amount (net of the Trustee Fee, upon receiptthe Custodian Fee, any Insured PaymentsRetained Interest and the Pool PMI Insurance Premiums, the proceeds of if any liquidation (and related amounts, which will generally not exceed 0.01% of the assets of the Trust, all remittances made monthly premium)) and amounts that are available for payment to the Trustee pursuant Swap Counterparty, and shall allocate such amounts to the Interests issued in respect of each REMIC created hereby, as set forth in the Preliminary Statement to this Agreement, and shall distribute such amounts as specified in this Section. All allocations and distributions made between and with respect to Pool 1 and Pool 2 in this Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicershall be made concurrently.
(b) On each Distribution Date (or, with respect to clause (i) below, the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority:
(i) for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Section 6.05(c)(i);
(ii) to the A-IO(1) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) to the Class 2-A Certificates, Current Interest and any Carryforward Interest (after giving effect to distributions pursuant to Section 6.05(c)(iii) below) for such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Trustee, the Pool 1 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xiii) for application as part of Pool 1 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (xii) above.
(c) On each Distribution Date (or with respect to clause (i) below, the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority:
(i) for deposit into the Supplemental Interest Trust Account, the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 2 for such Distribution Date;
(ii) to the A-IO(2) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) to the Class 2-A Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iv) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iv), Current Interest and any Carryforward Interest (after giving effect to distributions pursuant to Section 6.05(b)(iii) above) for each such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Trustee, the Pool 2 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xiii) for application as part of Pool 2 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (xii) above.
(d) On each Distribution Date (or with respect to clauses (i)(A)(1), (i)(B)(1), (ii)(A) and (ii)(B) below, the related Swap Payment Date), the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool as follows:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, the Trustee shall make the following disbursements from distributions, concurrently:
(A) For Pool 1: Until the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment aggregate Class Principal Balance of the amount described in Second below)Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i1) Firstfor deposit into the Supplemental Interest Trust Account, concurrentlyan amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty, to the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or 6.05(d)(i)(B)(1), and (B) the Principal Remittance Amount for Pool 1 for such Distribution Date;
(2) to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in the following order of priority:
(a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B 1-A5 Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest 1-A5 Priority Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment for such Distribution Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component in reduction of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the their Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero; and
(Cb) Thirdto the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, sequentially in that order, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero;
(3) to the Class 2-A Certificates, in reduction of their Class Principal Balance, after giving effect to distributions pursuant to Section 6.05(d)(i)(B)(2) below, until the Class Principal Balance of such Class has been reduced to zero;
(4) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(5) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(6) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(7) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(8) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(9) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(10) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(11) any portion remaining amount, for application as part of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and Excess Cashflow pursuant to Section 6.05(e);
(B) above shall be distributed as provided in subsection (f) For Pool 2: Until the aggregate Class Principal Balance of this Section 7.03.
(e) [reserved];
(f) On any Payment the Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Datepriority:
(1) for deposit into the Supplemental Interest Trust Account, an amount equal to pay the Class A Interest Carry Forward lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Principal Remittance Amount from prior periodsfor Pool 2 for such Distribution Date, if anyto the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i);
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R 2-A Certificates), in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(3) to pay the Extra Group 1 Certificates, in reduction of their respective Class Principal Distribution Amount for such Payment DateBalances, in accordance with the Group 1 Senior Priority, after giving effect to distributions pursuant to Section 6.05(d)(i)(A)(2) above, until the Class Principal Balance of each Class of Group 1 Certificates has been reduced to zero;
(4) to pay the Class B Interest Carry Forward AmountM-1 Certificates, if anyin reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(5) to pay the Class B Realized Loss Amortization Amount for M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Payment DateClass has been reduced to zero;
(6) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(7) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(8) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(9) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(10) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(611) any remaining amount, for application as provided in part of Excess Cashflow pursuant to Section 7.03(h) hereof.6.05(e); and
(gii) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining for each Distribution Date occurring on or after the application of Section 7.03(f)(1)-(6) shall be distributed Stepdown Date and for which a Trigger Event is not in effect, as follows:
(A) for Pool 2, for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (1) the amount of any Net Swap Payment or Swap Termination Payment (to the Servicer extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty, to the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i), and (2) the Principal Remittance Amount for Pool 2 for such Distribution Date;
(B) for Pool 1, for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (1) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty, to the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or 6.05(d)(ii)(A), and (2) the Principal Remittance Amount for Pool 1 for such Distribution Date;
(C) concurrently, to the Group 1 Certificates, as a group, the Group 2 Certificates and the Subordinate Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that distributions between the Group 1 Certificates and the Group 2 Certificates shall be allocated on the basis of the Group 1 Senior Principal Distribution Percentage and the Group 2 Senior Principal Distribution Percentage, respectively, and, in the case of the Group 1 Certificates, shall be made in accordance with the Group 1 Senior Priority; and
(D) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(e).
(e) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of any unreimbursed Delinquency Advances Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or Servicing Advances;
(2b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3distributions of principal made pursuant to Section 6.05(d) [reserved];
(4hereof for such Distribution Date) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Class Principal Balance of the related Certificates.Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(lA) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable concurrently, to the Certificate Insurer Group 1 Certificates, as Premium Amounts a group, and the Group 2 Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that distributions between the Group 1 Certificates and the Group 2 Certificates shall be retained allocated on the basis of the Group 1 Senior Principal Distribution Percentage and the Group 2 Senior Principal Distribution Percentage, respectively, and, in the Certificate Account.case of the Group 1 Certificates, shall be made in accordance with the Group 1 Senior Priority;
(mB) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of to the Class A Trust M-1 Certificates, in reduction of their Class Principal Balance, until the Trustee shall deposit Class Principal Balance of such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.Class has been reduced to zero;
(nC) Anything herein to the contrary notwithstandingClass M-2 Certificates, any payment with respect to principal in reduction of or interest on any of their Class Principal Balance, until the Class A Trust Certificates which is made with moneys received pursuant Principal Balance of such Class has been reduced to zero;
(D) to the terms Class M-3 Certificates, in reduction of their Class Principal Balance, until the Certificate Insurance Policy shall not be considered payment Class Principal Balance of such Certificates from Class has been reduced to zero;
(E) to the Trust and shall not result Class M-4 Certificates, in reduction of their Class Principal Balance, until the payment Class Principal Balance of or such Class has been reduced to zero;
(F) to the provision for Class B-1 Certificates, in reduction of their Class Principal Balance, until the payment Class Principal Balance of such Class has been reduced to zero;
(G) to the principal Class B-2 Certificates, in reduction of or interest on their Class Principal Balance, until the Class Principal Balance of such Certificates within Class has been reduced to zero; and
(H) to the meaning Class B-3 Certificates, in reduction of Section 7.03. The Depositortheir Class Principal Balance, until the Servicer and the Trustee acknowledge, and each Owner by its acceptance Class Principal Balance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar such Class has been reduced to zero;
(aii) to the extent of Excess Interest for such Distribution Date, for each Distribution Date occurring on or after the Certificate Insurer makes paymentsStepdown Date and for which a Trigger Event is not in effect, directly or indirectly, on account until (after giving effect to distributions of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount made pursuant to Section 7.03(f)(26.05(d) hereof. The rights of hereof for such Distribution Date) the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.aggregat
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Mortgage Pass-Through Trust 2007-A)
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, the Custodian Fee, any Retained Interest and the Pool PMI Insurance Premiums (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplicationREMIC 2, upon receiptREMIC 3, any Insured Payments, REMIC 4 and REMIC 5 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances made Preliminary Statement to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicerthis Agreement.
(b) On each Payment Distribution Date, the Trustee shall make the following disbursements from distribute the Interest Remittance Amount for such date in the following order of priority:
(including i) to the interest component of any Insured Payments which is available only Pool PMI Insurer, the Pool PMI Insurance Premiums (and related amounts) for the payment related period;
(ii) to the Class F Certificates, the Class F Distribution Amount for such Distribution Date;
(iii) to the Class IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iv) to the Class A-IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class A Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and
(xi) for application as part of Excess Cashflow for such Distribution Date, as provided in subsection (d) of this Section, any Interest Remittance Amount remaining after application pursuant to clauses (i) through (x) above.
(c) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount in the following order of priority:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until the aggregate Class Principal Balance of the amount described in Second below)LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (aA) to the TrusteeClass A Certificates, in reduction of their Class Principal Balance, until the Trustee Fee, Class Principal Balance of each such Class has been reduced to zero;
(bB) to the Certificate InsurerClass M-1 Certificates, in reduction of their Class Principal Balance, until the Premium Amount and Class Principal Balance of such Class has been reduced to zero;
(cC) to the Auction AgentClass M-2 Certificates, in reduction of their Class Principal Balance, until the Auction Agent FeeClass Principal Balance of such Class has been reduced to zero;
(iiD) Second, to the Owners Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each Principal Balance of such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient has been reduced to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amountzero;
(iiiE) Third, to the extent Class M-4 Certificates, in reduction of their Class Principal Balance, until the Interest Amount Available then remaining, Class Principal Balance of such Class has been reduced to the Owners of zero;
(F) to the Class B Certificates, the in reduction of their Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero; and
(G) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d); and
(ii) for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, to the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class B Certificates, in proportion to their respective Class Principal Balances, in reduction thereof, until the Class Principal Balance of each such Class has been reduced to zero; and
(B) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d).
(d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of Available Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) to the Class A Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of each such Class has been reduced to zero;
(B) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(C) Thirdto the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(D) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(E) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero; and
(F) to the Class B Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero; and
(ii) to the extent of Available Excess Interest for such Distribution Date, for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, concurrently, to the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class B Certificates, in proportion to their respective Class Principal Balances, in reduction thereof, until the Class Principal Balance of each such Class has been reduced to zero;
(iii) to the extent of any amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Carryforward Interest remaining unpaid, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any portion such unpaid Carryforward Interest for such Class for such date;
(iv) to the extent of Available Excess Interest for such Distribution Date and any remaining amounts received in respect of the Principal Remittance Amount Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Basis Risk Payment, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class for such date;
(v) to the extent of any remaining after making all amounts received in respect of the distributions Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Loss Amount for such Distribution Date, and then from the Reserve Fund to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (Ai) and (Bii), as applicable, of this Section 6.05(d);
(vi) above shall be distributed to the extent of Available Excess Interest for such Distribution Date and any remaining amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Deferred Principal Amount, and then from the Reserve Fund to the Subordinate Certificates, in order of seniority, any Deferred Principal Amount for such Class for such date;
(vii) on the Distribution Date in June 2010, $100.00 to the Class P Certificate in reduction of its Class Principal Balance;
(viii) to pay any up-front fee payable to any substitute Cap Provider as provided in subsection Section 6.13(d);
(fix) to the Class X Certificates, any amounts remaining in the Reserve Fund after taking into account distributions pursuant to clauses (i) through (viii) above, in excess of this the Reserve Fund Requirement for such Distribution Date;
(x) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date and any amount distributable to the Class X Certificates pursuant to Section 7.036.11(b); and
(xi) to the Residual Certificate, any remaining amount.
(e) [reserved];On each Distribution Date, the Trustee shall distribute from amounts remaining in the Reserve Fund after application pursuant to Section 6.05(d) the amount of any Loss Amount not distributed pursuant to Section 6.05(d)(v), to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of Section 6.05(d).
(f) On any Payment each Distribution Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay Trustee shall distribute the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal P Distribution Amount for such Payment Date;
(4) date to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereofP Certificates.
(g) [reserved]:
(h) On any Payment the Termination Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal each Class of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates Termination Price therefor, as set forth in the Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) 10.02 hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Securities Co LLC)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount plus any Back-Up Servicer Fee remitted by the ServicerServicer with respect to each Loan Group. The Trustee shall remit the Back-Up Servicer Fee to the Back-Up Servicer before any distributions are made pursuant to Section 7.03(b) herein.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest aggregate Monthly Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount plus amounts described in Second below)Section 7.03(a) which are then on deposit in the Certificate Account (such amount, the "Available Funds") will be applied in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, for the payment of certain fees, concurrently, (a) to the Trustee, the Trustee Fee, (b) Fee and to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent FeeAmount;
(ii) Second, for the payment of Class A Certificate interest, to the extent of the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of related Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, then such amount will be distributed among the outstanding Classes of related Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the any shortfall will be carried forward as the Class A Interest Carry Forward Amountwith accrued interest;
(iii) Third, for the payment of Class B Certificate interest, to the extent of the Interest Amount Available Funds then remainingremaining in the Certificate Account, to the Owners of the Class B Certificates, an amount equal to the Current Interest for the Class B Current Interest; andCertificates;
(iv) Fourth, for the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners payment of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Reimbursement Amount, together with the principal component of any Insured Payment for such Payment Dateif any, as follows: (I) then due to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zeroInsurer, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, Available Funds then remaining in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) FirstCertificate Account, the lesser of (x) the Principal Distribution Reimbursement Amount, if any, then owed to the Certificate Insurer and (y) the Maximum Certificate Insurer Current Reimbursement Amount together with respect to such Payment Date;
(v) Fifth, for the payment of the Class A Certificate principal, to the extent of the Available Funds then remaining in the Certificate Account, plus the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentiallyPayment, to the Owners of the Class A-9 and A Certificates, an amount necessary to reduce the Aggregate Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate A Certificate Principal Balance (determined prior to payment of each Group between any such amount) to the Fixed Rate PAC Group and Class A Optimal Balance for such Payment Date;
(vi) Sixth, to fund the Floating Rate PAC Group and sequentially within each group Interest Carry Forward Amount, if any, with respect to the Class B Certificates, to the extent of the Available Funds then remaining in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced Account;
(vii) Seventh, for the payment of Class B Certificate principal, to zero. Notwithstanding the foregoingextent of the amount then remaining in the Certificate Account, on any Payment Date on which an amount necessary to reduce the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Optimal Balance has been reduced to zerofor such Payment Date; and
(Cviii) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment DateEighth, the remaining amount, if any, on deposit in the Certificate Account with respect to both Loan Groups is the "Monthly Excess Cashflow Amount is required to Amount," which shall be applied in the following order of priority on such Payment Datepriority:
(1a) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay fund the Class B Realized Loss Amortization Amount for such Payment Date; and;
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1b) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;Advances and any other costs and expenses incurred by the Servicer; and
(2c) to pay any expenses or other amounts due under fund a distribution to Owners of the Auction Agent Agreement (other than Class C Certificates in an amount equal to the Auction Agent Fee);Class C Distribution Amount.
(3) [reserved];
(4d) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Class R Certificates.
(lc) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts The Class A Principal Distribution Amount shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer distributed on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall , pari passu, to (i) receive as attorney-in-fact of each Owner of the Group I Class A Trust Certificates any Insured Payment from Certificates, in an amount equal to the Certificate Insurer Group I Class A Principal Distribution Amount and (ii) disburse the same Class A-8 Certificates, in an amount equal to the Owners of the related Group II Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03Principal Distribution Amount.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured PaymentsOn each Distribution Date, the proceeds Trustee will withdraw the balance of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by for each Loan Group after making the Servicer.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount deductions described in Second below), Section 7.4 from amounts on deposit in the Certificate Account and apply such amounts in the following order of priority, and in each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Thirdcase, to the extent of the funds remaining therefor:
(a) The Interest Remittance Amount Available then remaining, shall be applied as follows:
(i) to the Owners Class A Certificates, the related Current Interest for such Distribution Date on a pro rata basis among such Classes;
(ii) any remaining amounts shall be applied in the following order of priority:
(A) to the Class M-1 Certificates the related Current Interest;
(B) to the Class M-2 Certificates the related Current Interest;
(C) to the Class M-3 Certificates the related Current Interest;
(D) to the Class B Certificates, Certificates the Class B related Current Interest; and;
(iviii) Fourth, the Monthly Excess Interest Amount shall be allocated and applied or distributed as provided in pursuant to subsection (fc) of this Section 7.03below.
(cb) [reserved];
(d) On each Payment DateThe Principal Remittance Amount, the Trustee shall make the following disbursements from amounts relating along with any Extra Principal Distribution Amount, with respect to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement Distribution Date shall be treated applied as having occurred only after all preceding disbursements have occurredfollows:
(i) On each Payment Date before amounts up to the Stepdown Date the Owners of Principal Distribution Amount as follows:
(A) from the Class A Trust Principal Distribution Amount, shall be distributed concurrently (x) to the Class A-6 Certificates, the Class A-6 Principal Distribution, until the Certificate Principal Balance thereof has been reduced to zero, and (y) to the Class A Certificates (other than the Class A-11 IO A-6 Certificates), the Fixed Rate Group Principal Allocation, allocated in the following order of priority:
(1) will be entitled to receive payment of 100% of the Class A-7 Certificates, the Class A-7 Principal Distribution Amount, together with until the principal component of any Insured Payment for such Payment DateClass A-7 Certificate Principal Balance thereof has been reduced to zero; and
(2) sequentially, as follows: (I) to the Owners of the Class A-1 Certificates Certificates, the Class A-1 Principal Distribution Amount, to the Class A-2 Certificates, the Class A-2 Principal Distribution Amount, to the Class A-3 Certificates, the Class A-3 Principal Distribution Amount, to the Class A-4 Certificates, the Class A-4 Principal Distribution Amount, to the Class A-5 Certificates, the Class A-5 Principal Distribution Amount and to the Class A-7 Certificates, the remainder, in that order, until the respective Certificate Principal Balances thereof have been reduced to zero;
(B) any amount remaining, (II) to (x) the Owners of the Class A-2 FixedM-1 Certificates, Class A-3M-2 Certificates, Class A-4M-3 Certificates, and the Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 B Certificates (on a pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group basis; and
(ii) any amount remaining shall be distributed pursuant to subsection (c) below; provided, however, that if a Cumulative Loss Trigger Event is in that order)effect, an such amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) shall be distributed sequentially, to the Owners of Class B Certificates, the Class A-9 and Class A-10 (in the case of M-3 Certificates, the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in M-2 Certificates and the Auction Remainder Account) Class M-1 Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and as principal until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the respective Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after . Notwithstanding the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts priority set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
clause (A) Firstabove, if the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group Class M Certificates and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 B Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are is reduced to zero. Notwithstanding , the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable amount to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard pursuant to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of clause (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided concurrently to each Class of Class A Certificates on a pro rata basis in subsection (f) of this Section 7.03accordance with their respective Certificate Principal Balances.
(ec) [reserved];
(f) On any Payment Date, the The Net Monthly Excess Cashflow Amount is required to shall be allocated and applied in the following order of priority on such Payment Distribution Date:
(1i) to pay the Owners of the Class A Interest Carry Forward A-6 Certificates, to fund any LIBOR Shortfall Amount;
(ii) to fund the Extra Principal Distribution Amount from prior periodsof such Distribution Date;
(iii) to the Class M-1 Certificates, the Class M-1 Realized Loss Amortization Amount for such Distribution Date, if any;
(2iv) to pay the Certificate Insurer any Reimbursement Class M-2 Certificates, the Class M-2 Realized Loss Amortization Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5v) to pay the Class M-3 Certificates, the Class M-3 Realized Loss Amortization Amount for such Distribution Date, if any;
(vi) to the Class B Certificates, the Class B Realized Loss Amortization Amount for such Payment Distribution Date, if any;
(vii) to the Class C Certificates, the Class C Distribution Amount;
(viii) any amounts remaining shall be distributed to the Class RU Certificates.
(d) On each Distribution Date, the Trustee shall allocate the Applied Realized Loss Amount for such Distribution Date to reduce the Certificate Principal Balances of the Class M Certificates and the Class B Certificates in the following order of priority:
(i) to the Class B Certificates, the Class B Applied Realized Loss Amount until the Class B Certificate Principal Balance is zero;
(ii) to the Class M-3 Certificates, the Class M-3 Applied Realized Loss Amount until the Class M-3 Certificate Principal Balance is zero;
(iii) to the Class M-2 Certificates, the Class M-2 Applied Realized Loss Amount until the Class M-2 Certificate Principal Balance is zero; and
(6iv) as provided in Section 7.03(h) hereofto the Class M-1 Certificates, the Class M-1 Applied Realized Loss Amount until the Class M-1 Certificate Principal Balance is zero.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(ke) Notwithstanding anything clause (b) above, the aggregate amounts distributed on all Payment Distribution Dates to the Owners of the any Class of Class A, Class M or Class B Certificates on account of principal pursuant to clause (d) shall not exceed the original Original Certificate Principal Balance of the related Certificatesfor such Class.
(lf) On any Payment Date during the continuance of any Certificate Insurer Default any Any amounts otherwise payable properly distributed to the Certificate Insurer as Premium Amounts Owners of the Class M Certificates, the Class B Certificates, the Class C Certificates or to the Owners of the Residual Certificates pursuant to the terms of this Agreement shall be retained distributed free of the subordination described herein, and any such amounts shall in no event be required to be returned to the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Trustee or paid over to the Owners of the Class A Trust Certificates.
(g) Whenever, during the administration of the Trust, there comes into the possession of the Trustee any money or property which this Agreement does not otherwise require to be distributed on account of the Class A Certificates, the Class M Certificates, the Class B Certificates, or the Class C Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, money or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein other property to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual C Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Flow of Funds. (ai) The Trustee shall deposit to in the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the ServicerAmount.
(bii) On each Payment Date, the Trustee shall make transfer the following disbursements Lower-Tier Distribution Amount from the Certificate Account to the Upper-Tier Distribution Account.
(iii) On each Payment Date, the Trustee shall transfer to the Trustee, the Trustee Fee and any Trustee Reimbursable Expenses from the Certificate Account.
(b) With respect to funds on deposit in the Upper-Tier Distribution Account, on each Payment Date, the Trustee shall disburse the Interest Remittance Amount transferred thereto pursuant to subsection (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), a) in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;Reserved.)
(ii) SecondFirst, to the Owners of the Class A Trust Certificates (including the Class A-11 IO A-7IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount the Interest Amount Available will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Second, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest;
(iv) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest;
(v) Fourth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(ivvi) FourthFifth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (fd) of this Section 7.03.
(c) [reserved];
(d) On With respect to the Upper-Tier Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) transferred thereto, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date (a) before the Stepdown Date the or (b) with respect to which a Trigger Event is in effect, Owners of the Class A Trust Certificates (other than the Class A-11 IO A-7IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, Amount as follows: (I) to the Owners of the Class A-1 Certificates until A-6 Certificates, the Certificate Principal Balances thereof have been reduced to zero, Class A-6 Lockout Distribution Amount and (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentiallyfirst, to the Owners of the Class A-9 and Class A-10 (in the case of A-1 Certificates until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective A-1 Certificate Principal Balances are Balance is reduced to zero and (IV) zero; second, to (x) the Owners of the Class A-2 FixedCertificates, until the Class A-3A-2 Certificate Principal Balance is reduced to zero; third, Class A-4, Class A-5, Class A-6 and (y) to the Owners of the Class A-7 and A-3 Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of each Group between the Fixed Rate PAC Group Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and sixth, to the Floating Rate PAC Group and sequentially within each group in that order), Owners of the Class A-6 Certificates (without regard to their respective Planned Principal Balances and the Class A-6 Lockout Distribution Amount) until the Class A-6 Certificate Principal Balances thereof are Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date in accordance with the Class A Trust respective Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zeroBalances.
(ii) On each Payment Date (a) on or after the Stepdown Date and (b) as long as a Trigger Event is not in effect, the Owners of the Class A Trust Offered Certificates (other than the Class A-11 IO A-7IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group A-6 Certificates, in that order), an amount up equal to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, Class A-6 Lockout Distribution Amount and (II) sequentiallyfirst, to the Owners of the Class A-9 and Class A-10 A-1 Certificates (in the case of until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective A-1 Certificate Principal Balances are Balance is reduced to zero and (III) zero; second, to (x) the Owners of the Class A-2 FixedCertificates, until the Class A-3A-2 Certificate Principal Balance is reduced to zero; third, Class A-4, Class A-5, Class A-6, and (y) to the Owners of the Class A-7 and A-3 Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of each Group between the Fixed Rate PAC Group Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and sixth, to the Floating Rate PAC Group and sequentially within each group in that order), Owners of the Class A-6 Certificates (without regard to their respective Planned Principal Balances and the Class A-6 Lockout Distribution Amount) until the Class A-6 Certificate Principal Balances thereof are Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned in accordance with the respective Certificate Principal Balances or other order of priority;Balances.
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero;
(C) Third, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero;
(D) Fourth, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount shall be distributed delivered to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(CE) ThirdFifth, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (BD) above shall be distributed as provided in subsection (fd) of this Section 7.03.
(e) [reserved];
(fd) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1i) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay fund the Extra Principal Distribution Amount for such Payment Date;
(4ii) to pay fund the Class M-1 Interest Carry Forward Amount, if any;
(iii) to fund the Class M-1 Realized Loss Amortization Amount for such Payment Date;
(iv) to fund the Class M-2 Interest Carry Forward Amount, if any;
(v) to fund the Class M-2 Realized Loss Amortization Amount for such Payment Date;
(vi) to fund the Class B Interest Carry Forward Amount, if any;
(5vii) to pay fund the Class B Realized Loss Amortization Amount for such Payment Date; and;
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1viii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2ix) to pay any the Trustee for the reimbursement of expenses or other amounts due under of the Auction Agent Agreement (other than the Auction Agent Fee);Trustee not reimbursed pursuant to Section 7.03(b)(i) above which expenses were incurred in connection with its duties and obligations hereunder; and
(3) [reserved];
(4x) to fund a distribution to the Owners of the Residual Class R Certificates, the remainder; provided, however, that if the Overcollateralization Release Amount is zero solely due to the existence of a Subordinated Trigger Event, then the amount which otherwise would constitute the related Overcollateralization Release Amount shall be distributed as a reduction of the Certificate Principal Balance of the Subordinate Certificates, as follows: first, to the Owners of the Class B Certificates until the related Class B Certificate Termination Date, second, to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Termination Date, and third, to the Owners of the Class M-1 Certificates until the Class M-1 Certificate Termination Date.
(e) On each Payment Date, the Trustee shall allocate an amount equal to the excess of (x) the Aggregate Certificate Principal Balance over (y) the Loan Balance of the Home Equity Loans plus the Pre-Funded Amount, if any, to reduce the Certificate Principal Balances of the Subordinate Certificates in the following order of priority:
(i) [reserved]to the Class B-1 Certificates until the Class B-1 Certificate Principal Balance is reduced to zero;
(jii) [reserved];to the Class M-2 Certificates until the Class M-2 Certificate Principal Balance is reduced to zero; and
(kiii) to the Class M-1 Certificates until the Class M-1 Certificate Principal Balance is reduced to zero.
(f) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause clauses (dc), (d)(i) and (d)(x) shall not exceed the original Certificate Principal Balance of the related Certificates.
(lg) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Class R Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Residual Certificates Class R Certificate shall not be required to refund any amount properly distributed on the Residual Class R Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1998-1)
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, any Retained Interest and the Pool PMI Insurance Premiums (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplicationREMIC 2, upon receiptREMIC 3, any Insured Payments, REMIC 4 and REMIC 5 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances Preliminary Statement to this Agreement. All allocations and distributions made between and with respect to the Trustee pursuant to Pool 1 and Pool 2 in this Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicershall be made concurrently.
(b) On each Payment Distribution Date, the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority:
(i) to the A-IO(1) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(ii) concurrently, to the Class 1-A5 Insurer, the Class 1-A5 Premium for the Class 1-A5 Policy for such Distribution Date and to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5 and Class 1-A6 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(ii);
(iii) to the Class 1-A5 Insurer, any Reimbursement Amount for such Distribution Date;
(iv) to the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, in proportion to the amount of interest distributable on each such Class, Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and
(xi) for application as part of Pool 1 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (x) above.
(c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority:
(i) to the Class F Certificates, the Class F Distribution Amount for such Distribution Date;
(ii) to the A-IO(2) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) to the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, in proportion to the amount of interest distributable on each such Class, Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) concurrently, to the Class 1-A5 Insurer, the Class 1-A5 Premium for the Class 1-A5 Policy for such Distribution Date and to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class A-A5 and Class 1-A6 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iv);
(v) to the Class 1-A5 Insurer, any Reimbursement Amount;
(vi) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and
(xii) for application as part of Pool 2 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (xi) above.
(d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool as follows:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, the Trustee shall make the following disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) Firstdistributions, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receiptthe amount described in Section 7.4(c) hereof, any Insured Payments, Payments transferred from the Policy Payments Account and the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(b) On With respect to the Certificate Account, on each Payment Distribution Date, the Trustee shall shall, based upon the information set forth in a report provided by the Servicer and based upon a calculation made by the Trustee, make the following allocations, disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) First, concurrently, (a) to the Trusteefirst, the Trustee Feeshall distribute, pro rata, (bw) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including A-1 Certificates, the Class A-11 IO Certificates), A-1 Distribution Amount for such Distribution Date; (x) to the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes Owners of the Class A Trust A-2 Certificates, the Class A-2 Distribution Amount for such amount will be distributed among Distribution Date; (y) to the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount Owners of the shortfall will be carried forward as Class A-3 Certificates, the Class A A-3 Distribution Amount for such Distribution Date; and (z) to the Owners of the Class A-4 Certificates, the Class A-4 Distribution Amount for such Distribution Date;
(ii) second, the Trustee shall pay to the Certificate Insurer from the remaining amounts then on deposit in the Certificate Account an amount equal to the Premium Amount for such Distribution Date plus the Reimbursement Amount as of such Distribution Date.
(iii) third, the Trustee shall distribute from the remaining amounts then on deposit in the Certificate Account to the Owners of the Class B Certificates, the lesser of (x) such remaining Available Funds and (y) the Class B Interest Carry Forward Distribution Amount;
(iiiiv) Thirdfourth, to the extent of Trustee shall distribute from the Interest Amount Available remaining amounts then remaining, on deposit in the Certificate Account to the Owners of the Class B Certificates, the Class B Current InterestPrincipal Distribution Amount to be applied as a distribution of principal on account of the Class B Certificates;
(v) fifth, the Trustee shall pay from the remaining amounts then on deposit in the Certificate Account to the Servicer, to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Distribution Date, and/or to the Trustee, any reimbursable amounts then unpaid to the Trustee;
(vi) sixth, the Trustee shall distribute from the Available Funds then on deposit in the Certificate Account to the Owners of the Class C Certificates, the Class C Distribution Amount for such Distribution Date; and
(ivvii) Fourthseventh, on each Distribution Date, the Monthly Excess Interest Trustee shall apply the amount, if any, remaining in the Certificate Account after the foregoing allocations, to the Owners of the Class RU Certificates. provided, however, that if, on any Distribution Date, (x) the Certificate Insurer is then in default under the Certificate Insurance Policy relating to the Mortgage Loans and (y) a Subordination Deficit exists, then any distribution of the Principal Distribution Amount on such Distribution Date shall be applied or distributed as provided in subsection (f) made pro rata to the Owners of this Section 7.03each of the Class A Certificates.
(c) [reserved];
Notwithstanding clause (db)(i) On each Payment Dateabove, the Trustee shall make the following disbursements from aggregate amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after distributed on all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) Dates to the Owners of the Class A-1 Certificates until on account of principal shall not exceed the Original Certificate Principal Balances thereof have been reduced Balance for the Class A-1 Certificates; the aggregate amounts distributed on all Distribution Dates to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) Certificates on account of principal shall not exceed the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Original Certificate Principal Balance of each Group between for the Fixed Rate PAC Group Class A-2 Certificates; and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, aggregate amounts distributed on all Distribution Dates to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions A-3 Certificates on account of principal shall include any amounts in deposit in not exceed the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Original Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which for the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zeroA-3 Certificates.
(iid) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the Any amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be properly distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced C Certificates or to zero; and
(C) Third, any portion the Owners of the Principal Remittance Amount remaining after making all Residual Certificates pursuant to the terms of the distributions in clauses (A) and (B) above this Agreement shall be distributed as provided free of the subordination described herein, and any such amounts shall in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is no event be required to be applied in returned to the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount Trustee or paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed over to the Owners of the Class R A Certificates);.
(3e) Whenever, during the administration of the Trust, there comes into the possession of the Trustee any money or property which this Agreement does not otherwise require to pay be distributed on account of the Extra Principal Distribution Amount for such Payment Date;
(4) to pay Class A Certificates, the Class B Interest Carry Forward AmountCertificates, if any;
(5) to pay or the Class B Realized Loss Amortization Amount for C Certificates, the Trustee shall distribute such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses money or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution property to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Class C Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Flow of Funds. (a) The Trustee shall deposit to the Certificate AccountAccount with respect to each Mortgage Loan Group, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Master Servicer.
(b) On With respect to the Certificate Account on each Payment Date, the Trustee shall make the following disbursements from the Group I Interest Remittance Amount transferred thereto pursuant to subsection (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second belowa), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) portion of the Trustee's Fee relating to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent FeeGroup I;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates)related to Group I, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust CertificatesCertificates related to Group I, such amount the Group I Interest Remittance Amount Available will be distributed among the outstanding Classes of Class A Trust Certificates related to Group I pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amountforward;
(iii) Third, to the extent of the Group I Interest Remittance Amount Available then remaining, to the Owners of the Class B M-1F Certificates, the Class B M-1F Current Interest;
(iv) Fourth, to the extent of the Group I Interest Remittance Amount then remaining, to the Owners of the Class M-2F Certificates, the Class M-2F Current Interest;
(v) Fifth, to the extent of the Group I Interest Remittance Amount then remaining, to the Owners of the Class B-1F Certificates, the Class B-1F Current Interest; and
(ivvi) FourthSixth, the Group I Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.037.5.
(c) [reserved]With respect to the Certificate Account on each Payment Date, the Trustee shall make the following disbursements from the Group II Interest Remittance Amount transferred thereto pursuant to subsection (a), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, to the Trustee, the portion of the Trustee's Fee relating to Group II;
(ii) Second, to the Owners of the Class A-6 Certificates, the Class A-6 Current Interest plus the Class A-6 Interest Carry Forward Amount;
(iii) Third, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-1A Certificates, the Class M-1A Current Interest;
(iv) Fourth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-2A Certificates, the Class M-2A Current Interest;
(v) Fifth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class B-1A Certificates, the Class B-1A Current Interest; and
(vi) Sixth, the Group II Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.5.
(d) On With respect to Group I, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred to the Certificate Account pursuant to subsection (including the principal component of any Insured Payments) a), in the following order of priority priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date (a) before the Stepdown Date the or (b) with respect to which a Group I Trigger Event is in effect, Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) related to Group I will be entitled to receive payment of 100% of the Group I Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, Amount as follows: (I) to the Owners of the Class A-1 Certificates until A-5 Certificates, the Certificate Principal Balances thereof have been reduced to zero, Class A-5 Lockout Distribution Amount and (II) to (x) the Owners of the Class A-2 FixedA Certificates related to Group I, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentiallyas follows: first, to the Owners of the Class A-9 and Class A-10 (in the case of A-1 Certificates, until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective ▇- ▇ Certificate Principal Balances are Balance is reduced to zero and (IV) zero; second, to (x) the Owners of the Class A-2 FixedCertificates, until the Class A-3▇- ▇ Certificate Principal Balance is reduced to zero; third, Class A-4, Class A-5, Class A-6 and (y) to the Owners of the Class A-7 and A-3 Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-3 Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are is reduced to zero. Notwithstanding ; fourth, to the foregoingOwners of the Class A-4 Certificates, until the Class ▇- ▇ Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; provided, however, that on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates related to Group I and the Group I Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates related to Group I on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zeroand not sequentially.
(ii) On each Payment Date (a) on or after the Group I Stepdown Date and (b) as long as a Group I Trigger Event is not in effect, the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Group I Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Group I Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Group I Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-1)
Flow of Funds. (ai) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(ii) On each Payment Date, the Trustee shall transfer the Lower-Tier Distribution Amount from the Certificate Account to the Upper-Tier Distribution Account.
(b) On With respect to the Upper-Tier Distribution Account on each Payment Date, the Trustee shall make the following disbursements from the Interest Remittance Amount transferred thereto pursuant to subsection (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second belowa)(ii), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO A-10IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount the Interest Amount Available will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amountforward;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest;
(iv) Fourth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest;
(v) Fifth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(ivvi) FourthSixth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (fd) of this Section 7.03.
(c) [reserved];
(d) On With respect to the Upper-Tier Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto pursuant to subsection (including the principal component of any Insured Payments) a)(ii), in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date (a) before the Stepdown Date the or (b) with respect to which a Trigger Event has occurred, Owners of the Class A Trust Certificates (other than the Class A-11 IO A-10IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, Amount as follows: (I) to the Owners of the Class A-1 Certificates until A-9 Certificates, the Certificate Principal Balances thereof have been reduced to zero, Class A-9 Lockout Distribution Amount and (II) to the Owners of the Class A Certificates (x) other than the Class A-10IO Certificates), as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 FixedCertificates, until the Class A-3A-2 Certificate Principal Balance is reduced to zero; third, Class A-4, Class A-5 and Class A-6 and (y) to the Owners of the Class A-7 and A-3 Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-3 Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order)is reduced to zero; fourth, an amount up to the amount necessary to reduce Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balances thereof Balance is reduced to their respective Planned zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balances for such Payment DateBalance is reduced to zero; sixth, (III) sequentiallyto the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero; eighth to the Owners of the Class A-8 Certificates, until the Class A-8 Certificate Principal Balance is reduced to zero; and, ninth, to the Owners of the Class A-9 and Class A-10 (in the case of Certificates, until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate A-9 Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are is reduced to zero. Notwithstanding the foregoing; provided, however, that on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zeroand not sequentially.
(ii) On each Payment Date (a) on or after the Stepdown Date and (b) as long as a Trigger Event has not occurred and is not continuing, the Owners of the Class A Trust Certificates (other than the Class A-11 IO A-10IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-9 Certificates, in an amount equal to the Class A-9 Lockout Distribution Amount and (xII) the remainder paid to the Owners of the Class A Certificates (other than the Class A-10IO Certificates) as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 FixedCertificates, until the Class A-3A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-4A-3 Certificates, until the Class A-5A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-6A-4 Certificates, and (y) until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; seventh, to the Owners of the Class A-7 and Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-7 Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up is reduced to zero; eighth to the amount necessary to reduce Owners of the Class A-8 Certificates, until the Class A-8 Certificate Principal Balances thereof Balance is reduced to their respective Planned Principal Balances for such Payment Datezero; and, (II) sequentiallyninth, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of Certificates, until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate A-9 Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are is reduced to zero. Notwithstanding the foregoing; provided, however, that on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;and not sequentially.
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero;
(C) Third, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero;
(D) Fourth, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount shall be distributed delivered to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(CE) ThirdFifth, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (BD) above shall be distributed as provided in subsection (fd) of this Section 7.03.
(e) [reserved];
(fd) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1i) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay fund the Extra Principal Distribution Amount for such Payment Date;
(4ii) to pay fund the Class M-1 Interest Carry Forward Amount, if any;
(iii) to fund the Class M-1 Realized Loss Amortization Amount for such Payment Date;
(iv) to fund the Class M-2 Interest Carry Forward Amount, if any;
(v) to fund the Class M-2 Realized Loss Amortization Amount for such Payment Date;
(vi) to fund the Class B Interest Carry Forward Amount, if any;
(5vii) to pay fund the Class B Realized Loss Amortization Amount for such Payment Date; and;
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1viii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2ix) to pay any expenses or other amounts due under fund a distribution to Owners of the Auction Agent Agreement Class C Certificates, the lesser of (other than x) the Auction Agent Fee);amount of the Monthly Excess Cashflow Amount then remaining and (y) the sum of (i) the Class C Distribution Amount and (ii) the Overcollateralization Release Amount; and
(3) [reserved];
(4x) to fund a distribution to the Owners of the Residual Class R Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(ke) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (dc) shall not exceed the original Certificate Principal Balance of the related Certificates.
(lf) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Class C Certificates and the Class R Certificates to receive distributions in respect of Residual the Class C Certificates and the Class R Certificates, and all ownership interests of the Owners of the Residual Class C Certificates and the Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Class C Certificates and the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Class C Certificates and the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Class C Certificates and the Class R Certificates shall not be required to refund any amount properly distributed on the Residual Class C Certificates and the Class R Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1997-1)
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, any Retained Interest and the Pool PMI Insurance Premiums, if any (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplication, upon receipt, any Insured Payments, REMIC 2 and REMIC 3 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances Preliminary Statement to this Agreement. All allocations and distributions made between and with respect to the Trustee pursuant to Pool 1 and Pool 2 in this Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicershall be made concurrently.
(b) On each Payment Distribution Date, the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority:
(i) to the A-IO(1) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(ii) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(ii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iii) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Trustee, the Pool 1 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xii) for application as part of Pool 1 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (xi) above.
(c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority:
(i) to the A-IO(2) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(ii) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(ii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iii) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Trustee, the Pool 2 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xii) for application as part of Pool 2 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (xi) above.
(d) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool as follows:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, the Trustee shall make the following disbursements from distributions, concurrently:
(A) For Pool 1: Until the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment aggregate Class Principal Balance of the amount described in Second below)Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i1) Firstto the Class 1-A1, concurrentlyClass 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in the following order of priority:
(a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B 1-A5 Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest 1-A5 Priority Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment for such Distribution Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component in reduction of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the their Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1b) to pay the Class A Interest Carry Forward Amount from prior periods1-A1, if anyClass 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, sequentially in that order, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero;
(2) to pay the Certificate Insurer any Reimbursement Amount Group 2 Certificates, in accordance with the Senior Priority for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of Group 2, until the Class R Certificates)Principal Balance of each Class of Group 2 Certificates has been reduced to zero;
(3) to pay the Extra Class M-1 Certificates, in reduction of their Class Principal Distribution Amount for Balance, until the Class Principal Balance of such Payment DateClass has been reduced to zero;
(4) to pay the Class B Interest Carry Forward AmountM-2 Certificates, if anyin reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(5) to pay the Class B Realized Loss Amortization Amount for M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Payment DateClass has been reduced to zero;
(6) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(7) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(8) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(9) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(610) any remaining amount, for application as provided in part of Excess Cashflow pursuant to Section 7.03(h) hereof.6.05(e);
(gB) [reserved]:
(h) On any Payment For Pool 2: Until the aggregate Class Principal Balances of the Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, any Monthly Excess Cashflow Amount remaining after in the application following order of Section 7.03(f)(1)-(6) shall be distributed as followspriority:
(1) to the Servicer Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, concurrently, as follows:
(a) 77.▇▇▇▇▇▇▇▇▇▇% to the extent Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, sequentially in that order, in reduction of any unreimbursed Delinquency Advances or Servicing Advancestheir respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; and
(b) 22.5758095685% to the Class 2-A4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than Group 1 Certificates, in accordance with the Auction Agent Fee)Senior Priority for Group 1, until the Class Principal Balance of each Class of Group 1 Certificates has been reduced to zero;
(3) [reserved]to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(4) to fund a distribution the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(5) to the Owners Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(6) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(7) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(8) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(9) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(10) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(e); and
(ii) for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, as follows:
(A) concurrently, to the Group 1 Certificates, as a group, the Group 2 Certificates, as a group, and the Subordinate Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided, that distributions between the Group 1 Certificates and the Group 2 Certificates shall be allocated on the basis of the Residual CertificatesGroup 1 Senior Principal Distribution Percentage and the Group 2 Senior Principal Distribution Percentage, respectively, and shall be made in accordance with the related Senior Priority; and
(B) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(e).
(e) On each Distribution Date, the remainder.Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) [reserved];
to the extent of Excess Interest for such Distribution Date, for each Distribution Date occurring (ja) [reserved];
before the Stepdown Date or (kb) Notwithstanding anything aboveon or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(e) hereof for such Distribution Date) the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Class Principal Balance of the related Certificates.Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(lA) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable concurrently, to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Group 1 Certificates, as a group, and the Trustee shall deposit such Insured Payments Group 2 Certificates, as a group, in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein proportion to the contrary notwithstanding, any payment with respect to principal of or interest on any of the respective Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners Principal Balances of such Certificates, the Certificate Insurer will be fully subrogated to the rights in reduction of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of their respective Class Principal Balances, until the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact Principal Balance of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust has been reduced to zero; provided, that distributions between the Group 1 Certificates and the Certificate Insurer Group 2 Certificates shall be entitled to receive allocated on the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights basis of the Owners to receive distributions from Group 1 Senior Principal Distribution Percentage and the proceeds of the Trust Estate Group 2 Senior Principal Distribution Percentage, respectively, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates made in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.related Senior Priority;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Mortgage Pass-Through Trust 2006-A)
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, the Custodian Fee, any Retained Interest and the Pool PMI Insurance Premiums (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplicationREMIC 2, upon receiptREMIC 3, any Insured Payments, REMIC 4 and REMIC 5 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances made Preliminary Statement to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicerthis Agreement.
(b) On each Payment Distribution Date, the Trustee shall make the following disbursements from distribute the Interest Remittance Amount for such date in the following order of priority:
(including i) to the interest component Class F Certificates, the Class F Distribution Amount for such Distribution Date;
(ii) to the Class IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iii) to the Class A-IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iv) to the Class A Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and
(x) for application as part of Excess Cashflow for such Distribution Date, as provided in subsection (d) of this Section, any Insured Payments Interest Remittance Amount remaining after application pursuant to clauses (i) through (ix) above.
(c) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount in the following order of priority:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is available only for in effect, until the payment aggregate Class Principal Balance of the amount described in Second below)LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (aA) to the TrusteeClass A Certificates, in reduction of their Class Principal Balance, until the Trustee Fee, Class Principal Balance of each such Class has been reduced to zero;
(bB) to the Certificate InsurerClass M-1 Certificates, in reduction of their Class Principal Balance, until the Premium Amount and Class Principal Balance of such Class has been reduced to zero;
(cC) to the Auction AgentClass M-2 Certificates, in reduction of their Class Principal Balance, until the Auction Agent FeeClass Principal Balance of such Class has been reduced to zero;
(iiD) Second, to the Owners Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each Principal Balance of such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient has been reduced to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amountzero;
(iiiE) Third, to the extent Class M-4 Certificates, in reduction of their Class Principal Balance, until the Interest Amount Available then remaining, Class Principal Balance of such Class has been reduced to the Owners of zero;
(F) to the Class B Certificates, the in reduction of their Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero; and
(G) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d); and
(ii) for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, to the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class B Certificates, in proportion to their respective Class Principal Balances, in reduction thereof, until the Class Principal Balance of each such Class has been reduced to zero; and
(B) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d).
(d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of Available Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) to the Class A Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of each such Class has been reduced to zero;
(B) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(C) Thirdto the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(D) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(E) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero; and
(F) to the Class B Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero; and
(ii) to the extent of Available Excess Interest for such Distribution Date, for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, concurrently, to the Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class B Certificates, in proportion to their respective Class Principal Balances, in reduction thereof, until the Class Principal Balance of each such Class has been reduced to zero;
(iii) to the extent of any amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Carryforward Interest remaining unpaid, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any portion such unpaid Carryforward Interest for such Class for such date;
(iv) to the extent of Available Excess Interest for such Distribution Date and any remaining amounts received in respect of the Principal Remittance Amount Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Basis Risk Payment, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class for such date;
(v) to the extent of any remaining after making all amounts received in respect of the distributions Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Loss Amount for such Distribution Date, and then from the Reserve Fund to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (Ai) and (Bii), as applicable, of this Section 6.05(d);
(vi) above shall be distributed to the extent of Available Excess Interest for such Distribution Date and any remaining amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Deferred Principal Amount, and then from the Reserve Fund to the Subordinate Certificates, in order of seniority, any Deferred Principal Amount for such Class for such date;
(vii) on the Distribution Date in September 2010, $100.00 to the Class P Certificate in reduction of its Class Principal Balance;
(viii) to pay any up-front fee payable to any substitute Cap Provider as provided in subsection Section 6.13(d);
(fix) to the Class X Certificates, any amounts remaining in the Reserve Fund after taking into account distributions pursuant to clauses (i) through (viii) above, in excess of this the Reserve Fund Requirement for such Distribution Date;
(x) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date and any amount distributable to the Class X Certificates pursuant to Section 7.036.11(b); and
(xi) to the Residual Certificate, any remaining amount.
(e) [reserved];On each Distribution Date, the Trustee shall distribute from amounts remaining in the Reserve Fund after application pursuant to Section 6.05(d) the amount of any Loss Amount not distributed pursuant to Section 6.05(d)(v), to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of Section 6.05(d).
(f) On any Payment each Distribution Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay Trustee shall distribute the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal P Distribution Amount for such Payment Date;
(4) date to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereofP Certificates.
(g) [reserved]:
(h) On any Payment the Termination Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal each Class of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates Termination Price therefor, as set forth in the Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) 10.02 hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Corp Mortgage Pass THR Certs Ser 2003-E)
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, the Custodian Fee, any Retained Interest and the Pool PMI Insurance Premiums (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplicationREMIC 2, upon receiptREMIC 3, any Insured Payments, REMIC 4 and REMIC 5 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances made Preliminary Statement to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicerthis Agreement.
(b) On each Payment Distribution Date, the Trustee shall make the following disbursements from distribute the Interest Remittance Amount for such date in the following order of priority:
(including i) to the interest component Class F Certificates, the Class F Distribution Amount for such Distribution Date;
(ii) to the Class A-IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iii) to the Class A Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iv) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and
(x) for application as part of Excess Cashflow for such Distribution Date, as provided in subsection (d) of this Section, any Insured Payments Interest Remittance Amount remaining after application pursuant to clauses (i) through (ix) above.
(c) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount in the following order of priority:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is available only for in effect, until the payment aggregate Class Principal Balance of the amount described in Second below)LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (aA) to the TrusteeClass A Certificates, the Trustee Feein reduction of their Class Principal Balance, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of until the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners Class M-1 Certificates, in reduction of the their Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero;
(C) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(D) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(E) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(F) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(G) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(H) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d); and
(ii) for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, to the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1 and Class B-2 Certificates, in proportion to their respective Class Principal Balances, in reduction thereof, until the Class Principal Balance of each such Class has been reduced to zero; and
(B) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d).
(d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of Available Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) to the Reserve Fund, the amount of any Class F Shortfall or Unpaid Class F Shortfall, and then such amounts from the Reserve Fund to the Class F Certificates;
(B) to the Class A Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(C) Thirdto the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(D) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(E) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(F) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(G) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero; and
(H) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(ii) to the extent of Available Excess Interest for such Distribution Date, for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) to the Reserve Fund, the amount of any Class F Shortfall or Unpaid Class F Shortfall, and then such amounts from the Reserve Fund to the Class F Certificates; and
(B) concurrently, to the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1 and Class B-2 Certificates, in proportion to their respective Class Principal Balances, in reduction thereof, until the Class Principal Balance of each such Class has been reduced to zero;
(iii) to the extent of any amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Carryforward Interest remaining unpaid, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any portion such unpaid Carryforward Interest for such Class for such date;
(iv) to the extent of Available Excess Interest for such Distribution Date and any remaining amounts received in respect of the Principal Remittance Amount Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Basis Risk Payment, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class for such date;
(v) to the extent of any remaining after making all amounts received in respect of the distributions Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Loss Amount for such Distribution Date, and then from the Reserve Fund to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of this Section 6.05(d);
(vi) to the extent of Available Excess Interest for such Distribution Date and any remaining amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Deferred Principal Amount, and then from the Reserve Fund to the Subordinate Certificates, in order of seniority, any Deferred Principal Amount for such Class for such date;
(vii) on the Distribution Date in March 2011, $100.00 to the Class P Certificate in reduction of its Class Principal Balance;
(viii) to pay any up-front fee payable to any substitute Cap Provider as provided in Section 6.13(d);
(ix) to the Class X Certificates, the sum of (A) any amounts remaining in the Reserve Fund after taking into account distributions pursuant to clauses (i) through (viii) above, in excess of the Reserve Fund Requirement for such Distribution Date, and (B) above shall be distributed as provided in subsection any amounts payable under the Cap Agreement and distributable to the Class X Certificates under Section 6.12(b);
(fx) of this to the Class X Certificates, the Class X Distributable Amount for such Distribution Date and any amount distributable to the Class X Certificates pursuant to Section 7.036.11(b); and
(xi) to the Residual Certificate, any remaining amount.
(e) [reserved];On each Distribution Date, the Trustee shall distribute from amounts remaining in the Reserve Fund after application pursuant to Section 6.05(d) the amount of any Loss Amount not distributed pursuant to Section 6.05(d)(v), to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of Section 6.05(d).
(f) On any Payment each Distribution Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay Trustee shall distribute the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal P Distribution Amount for such Payment Date;
(4) date to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereofP Certificates.
(g) [reserved]:
(h) On any Payment the Termination Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in distribute to each Class of Certificates the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) 10.02 hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Sec Co LLC Mort Pas THR Certs Ser 2004 A)
Flow of Funds. (a) The Trustee shall deposit to in the Certificate Account, Account without duplication, (i) upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer, (ii) on the July 1997 Payment Date, the Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the July 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof.
(b) On With respect to funds on deposit in the Certificate Account, on each Payment Date, the Trustee shall make the following disbursements from disburse the Interest Remittance Amount transferred thereto pursuant to subsection (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), a) in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount Fee and (c) to the Auction Agent, the Auction Agent Feeany Trustee Reimbursable Expenses;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust CertificatesCertificates ; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount the Interest Amount Available will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest;
(iv) Fourth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest;
(v) Fifth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(ivvi) FourthSixth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (fd) of this Section 7.03.
(c) [reserved];
(d) On With respect to the Certificate Account, on each Payment Date, the Trustee shall make disburse the following disbursements from amounts relating Principal Remittance Amount transferred thereto pursuant to principal subsection (including the principal component of any Insured Payments) a), in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date (a) before the Stepdown Date the or (b) with respect to which a Trigger Event is in effect, Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, Amount as follows: (I) to the Owners of the Class A-1 Certificates until A-7 Certificates, the Certificate Principal Balances thereof have been reduced to zero, Class A-7 Lockout Distribution Amount and (II) the remainder paid to (x) the Owners of the Class A-2 FixedA Certificates, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentiallyas follows: first, to the Owners of the Class A-9 and Class A-10 (in the case of A-1 Certificates, until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective A-1 Certificate Principal Balances are Balance is reduced to zero and (IV) zero; second, to (x) the Owners of the Class A-2 FixedCertificates, until the Class A-3A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-4A-3 Certificates, until the Class A-5A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 and (y) Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; and, seventh, to the Owners of the Class A-7 and Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-7 Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date in accordance with the Class A Trust respective Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zeroBalances.
(ii) On each Payment Date (a) on or after the Stepdown Date and (b) as long as a Trigger Event is not in effect, the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-7 Certificates, in an amount equal to the Class A-7 Lockout Distribution Amount and (xII) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) remainder paid to the Owners of the Class A-7 and Class A-8 A Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentiallyas follows: first, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of A-1 Certificates, until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective A-1 Certificate Principal Balances are Balance is reduced to zero and (III) zero; second, to (x) the Owners of the Class A-2 FixedCertificates, until the Class A-3A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-4A-3 Certificates, until the Class A-5A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-6A-4 Certificates, and (y) until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; and, seventh, to the Owners of the Class A-7 and Certificates, until the Class A-8 Certificates (pro rata based on the outstanding aggregate A-7 Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingzero, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned in accordance with the respective Certificate Principal Balances or other order of priority;Balances.
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero;
(C) Third, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero;
(D) Fourth, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount shall be distributed delivered to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(CE) ThirdFifth, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (BD) above shall be distributed as provided in subsection (fd) of this Section 7.03.
(e) [reserved];
(fd) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1i) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay fund the Extra Principal Distribution Amount for such Payment Date;
(4ii) to pay fund the Class M-1 Interest Carry Forward Amount, if any;
(iii) to fund the Class M-1 Realized Loss Amortization Amount for such Payment Date;
(iv) to fund the Class M-2 Interest Carry Forward Amount, if any;
(v) to fund the Class M-2 Realized Loss Amortization Amount for such Payment Date;
(vi) to fund the Class B Interest Carry Forward Amount, if any;
(5vii) to pay fund the Class B Realized Loss Amortization Amount for such Payment Date; and;
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1viii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2ix) to pay any the Trustee for the reimbursement of expenses or other amounts due under of the Auction Agent Agreement (other than the Auction Agent Fee);Trustee not reimbursed pursuant to Section 7.03(b)(i) above which expenses were incurred in connection with its duties and obligations hereunder; and
(3) [reserved];
(4x) to fund a distribution to the Owners of the Residual Class R Certificates, the remainder.
(e) On each Payment Date, the Trustee shall allocate the excess of the Aggregate Certificate Principal Balance over the Loan Balance of the Home Equity Loans to reduce the Certificate Principal Balances of the Subordinate Certificates in the following order of priority:
(i) [reserved]to the Class B-1 Certificates until the Class B-1 Certificate Principal Balance is reduced to zero;
(jii) [reserved];to the Class M-2 Certificates until the Class M-2 Certificate Principal Balance is reduced to zero; and
(kiii) to the Class M-1 Certificates until the Class M-1 Certificate Principal Balance is reduced to zero.
(f) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (dc) shall not exceed the original Certificate Principal Balance of the related Certificates.
(lg) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Class R Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Residual Certificates Class R Certificate shall not be required to refund any amount properly distributed on the Residual Class R Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-3)
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, any Retained Interest and the Pool PMI Insurance Premiums (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplicationREMIC 2, upon receiptREMIC 3, any Insured Payments, REMIC 4 and REMIC 5 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances made Preliminary Statement to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicerthis Agreement.
(b) On each Payment Distribution Date, the Trustee shall make the following disbursements from distribute the Interest Remittance Amount for such date in the following order of priority:
(including i) to the interest component Class F Certificates, the Class F Distribution Amount for such Distribution Date;
(ii) to the Class A-IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iii) to the Class A Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iv) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and
(x) for application as part of Excess Cashflow for such Distribution Date, as provided in subsection (d) of this Section, any Insured Payments Interest Remittance Amount remaining after application pursuant to clauses (i) through (ix) above.
(c) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount in the following order of priority:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is available only for in effect, until the payment aggregate Class Principal Balance of the amount described in Second below)LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (aA) to the TrusteeClass A Certificates, the Trustee Feein reduction of their Class Principal Balance, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of until the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners Class M-1 Certificates, in reduction of the their Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero;
(C) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(D) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(E) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(F) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(G) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(H) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d); and
(ii) for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, to the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1 and Class B-2 Certificates, pro rata, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; and
(B) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d).
(d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) to the Reserve Fund, the amount of any Class F Shortfall or Unpaid Class F Shortfall, and then such amounts from the Reserve Fund to the Class F Certificates;
(B) to the Class A Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(C) Thirdto the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(D) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(E) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(F) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(G) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(H) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(ii) to the extent of Excess Interest for such Distribution Date, for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) to the Reserve Fund, the amount of any Class F Shortfall or Unpaid Class F Shortfall, and then such amounts from the Reserve Fund to the Class F Certificates; and
(B) concurrently, to the Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1 and Class B-2 Certificates, in proportion to their respective Class Principal Balances, in reduction thereof, until the Class Principal Balance of each such Class has been reduced to zero;
(iii) to the extent of any amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Carryforward Interest remaining unpaid, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any portion such unpaid Carryforward Interest for such Class for such date;
(iv) to the extent of any remaining amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Loss Amount for such Distribution Date, and then from the Reserve Fund to the LIBOR Certificates, in reduction of their respective Class Principal Remittance Amount remaining after making all Balances, in the order of the distributions priority specified in clauses (i) and (ii), as applicable, of this Section 6.05(d);
(v) to the extent of Excess Interest for such Distribution Date and any remaining amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Basis Risk Payment, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class for such date;
(vi) to the extent of Excess Interest for such Distribution Date and any remaining amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Deferred Principal Amount, and then from the Reserve Fund to the Subordinate Certificates, in order of seniority, any Deferred Principal Amount for such Class for such date;
(vii) on the Distribution Date in November 2011, $100.00 to the Class P Certificate in reduction of its Class Principal Balance;
(viii) to pay any up-front fee payable to any substitute Cap Provider as provided in Section 6.13(d);
(ix) to the Class X Certificates, the sum of (A) any amounts remaining in the Reserve Fund after taking into account distributions pursuant to clauses (i) through (viii) above, in excess of the Reserve Fund Requirement for such Distribution Date, and (B) above shall be distributed as provided in subsection any amounts payable under the Cap Agreement and distributable to the Class X Certificates under Section 6.12(b);
(fx) of this to the Class X Certificates, the Class X Distributable Amount for such Distribution Date and any amount distributable to the Class X Certificates pursuant to Section 7.036.11(b); and
(xi) to the Residual Certificate, any remaining amount.
(e) [reserved];On each Distribution Date, the Trustee shall distribute from amounts remaining in the Reserve Fund after application pursuant to Section 6.05(d) the amount of any Loss Amount not distributed pursuant to Section 6.05(d)(iv), to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of Section 6.05(d).
(f) On any Payment each Distribution Date, the Monthly Excess Cashflow Trustee shall distribute the Class P Distribution Amount for such date to the Class P Certificates.
(g) On the Termination Date, the Trustee shall distribute to each Class of Certificates the amounts set forth in Section 10.02 hereof as follows:
(i) The Trustee shall distribute the Class A-IO Termination Amount to the Class A-IO Certificates if the Trust Fund is required terminated pursuant to be applied Section 10.02(a) or (b);
(ii) The Trustee shall distribute the amount of the Minimum Bid Price or the Termination Price, as applicable, allocable to interest in the following order of priority on such Payment Datepriority:
(1A) to pay the Class F Certificates, the Class F Distribution Amount for the Termination Date;
(B) to the Class A-IO Certificates, any accrued and unpaid interest on the outstanding Class Notional Amount thereof;
(C) concurrently, to the Class A Interest Carry Forward Amount from prior periodsCertificates, if anyany accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(2D) to pay the Certificate Insurer Class M-1 Certificates, any Reimbursement Amount for such Payment Date accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed E) to the Owners of Class M-2 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(F) to the Class R M-3 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(G) to the Class M-4 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(H) to the Class B-1 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(I) to the Class B-2 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof; and
(J) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d);
(3iii) The Trustee shall distribute the amount of the Minimum Bid Price or the Termination Price, as applicable, allocable to principal in the following order of priority:
(A) to pay the Extra Class A Certificates, until the Class Principal Distribution Amount Balance for such Payment DateClass has been reduced to zero;
(4B) to pay the Class B Interest Carry Forward AmountM-1 Certificates, if anyuntil the Class Principal Balance for such Class has been reduced to zero;
(5C) to pay the Class B Realized Loss Amortization Amount M-2 Certificates, until the Class Principal Balance for such Payment DateClass has been reduced to zero;
(D) to the Class M-3 Certificates, until the Class Principal Balance for such Class has been reduced to zero;
(E) to the Class M-4 Certificates, until the Class Principal Balance for such Class has been reduced to zero;
(F) to the Class B-1 Certificates, until the Class Principal Balance for such Class has been reduced to zero;
(G) to the Class B-2 Certificates, until the Class Principal Balance for such Class has been reduced to zero; and
(6H) any remaining amount, for application as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly part of Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.036.05(d).
Appears in 1 contract
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(b) On each Payment Date prior to the Amortization Date, the Trustee shall will be required to make the following disbursements payments from the Interest Remittance Amount Available Funds (including amounts transferred from the interest component of any Insured Payments which is available only for Reserve Account on such Payment Date) then on deposit in the payment of Collection Account and, with respect to paragraph (vi), from amounts on deposit in the amount described in Second below)Additional Property Funding Account, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) Firstfrom the Available Funds, concurrently, (a) to the TrusteeServicer, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Feeany unrecoverable Servicer Advances;
(ii) Secondfrom the Available Funds then remaining in the Collection Account, to the Owners of Servicer, if ABS is not then the Class A Trust Certificates (including the Class A-11 IO Certificates)Servicer, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount Servicing Fee then due, together with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amountcertain miscellaneous amounts;
(iii) Thirdfrom the Available Funds then remaining in the Collection Account, to the extent Class A Noteholders, the Class A Note Interest and Class A Overdue Interest for the related Interest Accrual Period; pari passu with respect to each Class of Class A Notes;
(iv) from the Interest Amount Available Funds then remainingremaining in Collection Account, to the Owners of the Class B CertificatesNoteholders, the Class B Current Interest; and
(iv) Fourth, Note Interest and the Monthly Excess Class B Overdue Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved]for the related Interest Period;
(dv) On each Payment Datefrom the Available Funds then remaining in Collection Account, to the Class C Noteholders, the Trustee shall make Class C Note Interest and the following disbursements from amounts relating to principal (including Class C Overdue Interest for the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:related Interest Accrual Period;
(ivi) On each Payment Date before from the Stepdown Date the Owners sum of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of Available Funds then remaining in the Class A-2 FixedCollection Account, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based amount then on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) CertificatesAdditional Property Funding Account (such sum, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order"Available Additional Property Funding Amount"), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) Firstto the Issuers, an amount equal to the lesser least of:
(i) the Available Additional Property Funding Amount,
(ii) the sum of (i) the excess of (x) the Aggregate Contract Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners Balance as of the Class A-7 and Class A-8 Certificates (pro rata based on second preceding Calculation Date over the outstanding aggregate Certificate Aggregate Contract Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners as of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment preceding Calculation Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over plus (ii) the amount distributed to the Owners of the Class A Trust Certificates on deposit in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.the
Appears in 1 contract
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(b) On each Payment Date prior to the Amortization Date, the Trustee shall (based solely on information contained in the Servicer's Certificate delivered on the related Determination Date as specified in Section 3.06 hereof) will be required to make the following disbursements payments from the Interest Remittance Amount Available Funds (including amounts transferred from the interest component of any Insured Payments which is available only for Reserve Account and/or the payment of Residual Account on such Payment Date) then on deposit in the amount described Series 1998-1 Facility Account and, with respect to paragraph (vi), from amounts on deposit in Second below)the Additional Property Funding Account, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) Firstfrom the Available Funds, concurrently, (a) to the TrusteeServicer, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Feeany Nonrecoverable Advances;
(ii) Secondfrom the Available Funds then remaining in the Series 1998-1 Facility Account, to the Owners of Servicer, if ABS is not then the Class A Trust Certificates (including the Class A-11 IO Certificates)Servicer, the related Class A Current Interest plus Servicing Fee then due, together with the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward AmountAncillary Servicing Income;
(iii) Thirdfrom the Available Funds then remaining in the Series 1998-1 Facility Account, to the extent of Class A Noteholders, the Class A Note Interest Amount and Class A Overdue Interest for the related Interest Accrual Period, pari passu with respect to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (including during the period following a Class A-3 Special Redemption, in accordance with Section 5.02 hereof);
(iv) from the Available Funds then remainingremaining in the Series 1998-1 Facility Account, to the Owners of the Class B CertificatesNoteholders, the Class B Current InterestNote Interest and the Class B Overdue Interest for the related Interest Accrual Period;
(v) from the Available Funds then remaining in the Series 1998-1 Facility Account, to the Class C Noteholders, the Class C Note Interest and the Class C Overdue Interest for the related Interest Accrual Period;
(vi) from the sum of (x) the Available Funds then remaining in the Series 1998-1 Facility Account, and (y) the amount then on deposit in the Additional Property Funding Account (such sum, the "Available Additional Property Funding Amount") as follows:
(A) to the Series Obligors, an amount equal to the least of:
(1) the Available Additional Property Funding Amount;
(2) the sum of (a) the excess of (x) the Aggregate Contract Principal Balance as of the second preceding Calculation Date over (y) the Aggregate Contract Principal Balance as of the preceding Calculation Date plus (b) the amount on deposit in the Additional Property Funding Account at the opening of business on such Payment Date (such sum, the "Additional Property Funding Requirement" for such Payment Date); and
(iv3) Fourththe Aggregate Contract Principal Balances of all Additional Contracts actually pledged to the Trustee on such Payment Date; and
(B) to the Additional Property Funding Account, the Monthly Excess Interest lesser of:
(1) the excess, if any, (x) the Additional Property Funding Requirement for such Payment Date over (y) the amount described in clause (A)(3) above; and
(2) the remaining Available Additional Property Funding Amount;
(vii) from the Available Funds then remaining in the Series 1998-1 Facility Account (x) from the Closing Date until the Reserve Account Funding Date, to the Reserve Account, an amount equal to the Servicing Fee otherwise payable to ABS and (y) after the Reserve Account Funding Date, to the Servicer, if ABS is the Servicer, the Servicing Fee then due, together with the Ancillary Servicing Income;
(viii) from the Available Funds then remaining in the Series 1998-1 Facility Account to the Reserve Account, the amount needed to increase the amount on deposit in the Reserve Account to the Required Reserve Amount shall be applied or distributed for such Payment Date;
(ix) upon the occurrence and continuance of a Residual Event, to the Residual Account, the lesser of (A) the Available Funds then remaining on deposit in the Series 1998-1 Facility Account and (B) the aggregate amount of Residual Receipts originally included in the Available Funds for such Payment Date;
(x) from the Available Funds then remaining in the Series 1998-1 Facility Account, to ABS, the amount of any Servicing Fee previously due to it but deposited to the Reserve Account; and
(xi) to the Series Obligors, as provided the holders of the Residual Interest, any remaining Available Funds on deposit in subsection (f) of this Section 7.03the Series 1998-1 Facility Account.
(c) [reserved];
(db) On the Payment Date which is also the Amortization Date and on each Payment DateDate thereafter, the Trustee shall (based solely on information contained in the Servicer's Certificate delivered on the related Determination Date as specified in Section 3.06 hereof) will be required to make the following disbursements payments from amounts relating to principal the Available Funds (including amounts transferred from the principal component of any Insured PaymentsReserve Account and/or the Residual Account on such Payment Date) then on deposit in the Series 1998-1 Facility Account, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurredpriority:
(i) On each Payment Date before from the Stepdown Date Available Funds, to the Owners of Servicer, any Nonrecoverable Advances;
(ii) from the Class A Trust Certificates (other than Available Funds then remaining in the Class A-11 IO Certificates) will be entitled Series 1998-1 Facility Account to receive payment of 100% of the Principal Distribution AmountServicer, if ABS is not then the Servicer, the Servicing Fee then due, together with the principal component of any Insured Payment for such Payment DateAncillary Servicing Income;
(iii) from the Available Funds then remaining in the Series 1998-1 Facility Account, as follows: (I) to the Owners of Class A Noteholders, the Class A Note Interest and Class A Overdue Interest for the related Interest Accrual Period, pari passu with respect to the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zeroNotes, (II) to (x) the Owners of the Class A-2 FixedNotes, the Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group A-3 Notes and the Floating Rate PAC Group and sequentially within each group Class A-4 Notes (including during the period following a Class A-3 Special Redemption, in that orderaccordance with Section 5.02 hereof), an amount up to ;
(iv) from the amount necessary to reduce Available Funds then remaining in the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentiallySeries 1998-1 Facility Account, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 CertificateB Noteholders, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance Note Interest and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingClass B Overdue Interest for the related Interest Accrual Period;
(v) from the Available Funds then remaining in the Series 1998-1 Facility Account, any amounts of principal payable to the Owners of Class C Noteholders, the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date C Note Interest and the Class A Trust Certificate C Overdue Interest for the related Interest Accrual Period;
(vi) until the Class A-1 Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until A-1 Noteholders, from the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, Available Funds then remaining in the order of prioritySeries 1998-1 Facility Account, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, Payment and (y) the Owners of the Class A-7 and Class A-8 Certificates A-1 Overdue Principal;
(pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (IIvii) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
, to the Class A-2 Noteholders, from the Available Funds then remaining in the Series 1998-1 Facility Account, the Class A Principal Payment (C) Thirdor, any on the Payment Date on which the Class A-1 Principal Balance has been reduced to zero, the remaining portion of the Class A Principal Remittance Amount remaining after making all of the distributions in clauses (APayment) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved]the Class A-2 Overdue Principal;
(fviii) On any Payment Dateuntil the Class A-3 Principal Balance has been reduced to zero, to the Monthly Excess Cashflow Amount is required to be applied Class A-3 Noteholders, from the Available Funds then remaining in the following order of priority on such Payment Date:
(1) to pay Series 1998-1 Facility Account, the Class A Interest Carry Forward Amount from prior periodsPrincipal Payment (or, if anyon the Payment Date on which the Class A-2 Principal Balance has been reduced to zero, the remaining portion of the Class A Principal Payment) and the Class A-3 Overdue Principal, and following a Class A-3 Special Redemption also in accordance with Section 5.02 hereof;
(2ix) until the Class A-4 Principal Balance has been reduced to pay zero, to the Certificate Insurer any Reimbursement Amount for such Class A-4 Noteholders, from the Available Funds then remaining in the Series 1998-1 Facility Account, the Class A Principal Payment (or, on the Payment Date (provided that any amount paid in respect of on which the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes Class A-3 Principal Balance has been reduced to have been distributed to zero, the Owners remaining portion of the Class R Certificates)A Principal Payment) and the Class A-4 Overdue Principal;
(3x) until the Class B Principal Balance has been reduced to pay zero, to the Extra Class B Noteholders, from the Available Funds then remaining in the Series 1998-1 Facility Account, the Class B Principal Distribution Payment and the Class B Overdue Principal;
(xi) until the Class C Principal Balance has been reduced to zero, to the Class C Noteholders, from the Available Funds then remaining in the Series 1998-1 Facility Account, the Class C Principal Payment and the Class C Overdue Principal;
(xii) from the Available Funds then remaining in the Series 1998-1 Facility Account (x) from the Closing Date until the Reserve Funding Date, to the Reserve Account, an amount equal to the Servicing Fee otherwise payable to ABS and (y) after the Reserve Account Funding Date, to the Servicer, if ABS is then the Servicer, the Servicing Fee then due, together with certain miscellaneous amounts;
(xiii) from the Available Funds then remaining in the Series 1998-1 Facility Account, to the Reserve Account, the amount needed to increase the amount on deposit in the Reserve Account to the Required Reserve Amount for such Payment Date;
(4xiv) to pay upon the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application occurrence and continuance of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual CertificatesEvent, the remainder.
lesser of (iA) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) remaining Available Funds and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (bB) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.aggregate
Appears in 1 contract
Sources: Series Supplement (Advanta Leasing Receivables Corp Iv)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(b) Amount. On each Payment Date, the Trustee shall make the following disbursements from the Interest Monthly Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount plus amounts described in Second below)Section 7.03(a) which are then on deposit in the Certificate Account (such amount, the "Available Funds") will be applied in the following order of priority: First, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) Firstfor the payment of certain fees, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction AgentMaster Servicer, the Auction Agent Fee;
Master Servicing Fee (ii) as long as the Master Servicer is engaged under this Agreement); Second, for the payment of that Class A Certificate interest, to the extent of the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of related Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the related Class A Trust Certificates, then such amount will be distributed among the outstanding Classes of related Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the any shortfall will be carried forward as with accrued interest; Third, for the payment of Class A Interest Carry Forward Amount;
(iii) ThirdB Certificate interest, to the extent of the Interest Amount Available Funds then remainingremaining in the Certificate Account, to the Owners of the Class B Certificates, an amount equal to the Current Interest for the Class B Current InterestCertificates; and
(iv) Fourth, for the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) payment of this Section 7.03.
(c) [reserved];
(d) On each Payment Datethe Reimbursement Amount, if any, then due to the Trustee shall make Certificate Insurer, to the following disbursements from amounts relating to principal (including extent of the principal component of any Insured Payments) Available Funds then remaining in the following order Certificate Account the lesser of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of Reimbursement Amount then owed to the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 Certificate Insurer and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up Maximum Insurer Current Reimbursement Amount with respect to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date; Fifth, (III) sequentiallyfor the payment of the Class A Certificate principal, to the extent of the Available Funds then remaining in the Certificate Account plus the principal component of an Insured Payment, to the Owners of the Class A-9 and Class A-10 (in the case of A Certificates, an amount necessary to reduce the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate A Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard such related Class A Certificates to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on Optimal Balance for such Payment Date shall be distributed pro rata without regard Date; Sixth, to any Planned Principal Balances or other order of priority. If on any Payment Date fund the Class A Trust Certificate Principal Balance has been reduced to zeroInterest Carry Forward Amount, 100% of the Principal Distribution Amount shall be distributed if any, with respect to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, Available Funds then remaining in the case Certificate Account; Seventh, for the payment of Class B Certificate principal, to the extent of the Class A Trust Certificates (other than amount then remaining in the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order)Account, an amount up to the amount necessary to reduce the Certificate Class B Principal Balances thereof Balance to their respective Planned Principal Balances the Class B Optimal Balance for such Payment Date; Eighth, (II) sequentiallythe remaining amount, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificateif any, distributions of principal shall include any amounts in on deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced Account with respect to zero and (III) to (x) both Loan Groups is the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the "Monthly Excess Cashflow Amount is required to Amount", which shall be applied in the following order of priority on such Payment Datepriority:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Flow of Funds. (a) The On each Distribution Date (or with respect to payments to the Swap Counterparty, on the related Swap Payment Date), the Trustee shall deposit withdraw from the Certificate Distribution Account, to the Certificate Accountextent of funds on deposit therein, without duplicationthe Total Distribution Amount (net of the Trustee Fee, upon receiptthe Custodian Fee, any Insured PaymentsRetained Interest and the Pool PMI Insurance Premiums, the proceeds of if any liquidation (and related amounts, which will generally not exceed 0.01% of the assets of the Trust, all remittances made monthly premium)) and amounts that are available for payment to the Trustee pursuant Swap Counterparty, and shall allocate such amounts to the Interests issued in respect of each REMIC created hereby, as set forth in the Preliminary Statement to this Agreement, and shall distribute such amounts as specified in this Section. All allocations and distributions made between and with respect to Pool 1 and Pool 2 in this Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicershall be made concurrently.
(b) On each Distribution Date (or, with respect to clause (i) below, the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority:
(i) for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Section 6.05(c)(i);
(ii) to the A-IO(1) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(iv), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Trustee, the Pool 1 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xiii) for application as part of Pool 1 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (xii) above.
(c) On each Distribution Date (or with respect to clause (i) below, the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority:
(i) for deposit into the Supplemental Interest Trust Account, the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 2 for such Distribution Date;
(ii) to the A-IO(2) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iv), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Trustee, the Pool 2 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xiii) for application as part of Pool 2 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (xii) above.
(d) On each Distribution Date (or with respect to clauses (i)(A)(1), (i)(B)(1), (ii)(A) and (ii)(B) below, the related Swap Payment Date), the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool as follows:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, the Trustee shall make the following disbursements from distributions, concurrently:
(A) For Pool 1: Until the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment aggregate Class Principal Balance of the amount described in Second below)Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i1) Firstfor deposit into the Supplemental Interest Trust Account, concurrentlyan amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Principal Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or 6.05(d)(i)(B)(1);
(2) to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in the following order of priority:
(a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B 1-A5 Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest 1-A5 Priority Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment for such Distribution Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component in reduction of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the their Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero; and
(Cb) Thirdto the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, sequentially in that order, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero;
(3) to the Group 2 Certificates, in accordance with the Senior Priority for Group 2, until the Class Principal Balance of each Class of Group 2 Certificates has been reduced to zero;
(4) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(5) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(6) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(7) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(8) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(9) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(10) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(11) any portion remaining amount, for application as part of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and Excess Cashflow pursuant to Section 6.05(e);
(B) above shall be distributed as provided in subsection (f) For Pool 2: Until the aggregate Class Principal Balances of this Section 7.03.
(e) [reserved];
(f) On any Payment the Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Datepriority:
(1) for deposit into the Supplemental Interest Trust Account, an amount equal to pay the Class A Interest Carry Forward lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Principal Remittance Amount from prior periodsfor Pool 2 for such Distribution Date, if anyto the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i);
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, concurrently, as follows:
(provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed a) 50% to the Owners Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, sequentially in that order, in reduction of their respective Class Principal Balances, until the Class R Principal Balance of each such Class has been reduced to zero; and
(b) 50% to the Class 2-A4 Certificates), in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(3) to pay the Extra Group 1 Certificates, in accordance with the Senior Priority for Group 1, until the Class Principal Distribution Amount for such Payment DateBalance of each Class of Group 1 Certificates has been reduced to zero;
(4) to pay the Class B Interest Carry Forward AmountM-1 Certificates, if anyin reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(5) to pay the Class B Realized Loss Amortization Amount for M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Payment DateClass has been reduced to zero;
(6) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(7) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(8) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(9) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(10) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(611) any remaining amount, for application as provided in part of Excess Cashflow pursuant to Section 7.03(h) hereof.6.05(e); and
(gii) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining for each Distribution Date occurring on or after the application of Section 7.03(f)(1)-(6) shall be distributed Stepdown Date and for which a Trigger Event is not in effect, as follows:
(A) for Pool 2, for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (1) the amount of any Net Swap Payment or Swap Termination Payment (to the Servicer extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (2) the Principal Remittance Amount for Pool 2 for such Distribution Date, to the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i);
(B) for Pool 1, for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (1) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (2) the Principal Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or 6.05(d)(ii)(A);
(C) concurrently, to the Group 1 Certificates, as a group, the Group 2 Certificates, as a group, and the Subordinate Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that distributions between the Group 1 Certificates and the Group 2 Certificates shall be allocated on the basis of the Group 1 Senior Principal Distribution Percentage and the Group 2 Senior Principal Distribution Percentage, respectively, and shall be made in accordance with the related Senior Priority; and
(D) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(e).
(e) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of any unreimbursed Delinquency Advances Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or Servicing Advances;
(2b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3distributions of principal made pursuant to Section 6.05(e) [reserved];
(4hereof for such Distribution Date) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Class Principal Balance of the related Certificates.Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(lA) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable concurrently, to the Certificate Insurer Group 1 Certificates, as Premium Amounts a group, and the Group 2 Certificates, as a group, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that distributions between the Group 1 Certificates and the Group 2 Certificates shall be retained allocated on the basis of the Group 1 Senior Principal Distribution Percentage and the Group 2 Senior Principal Distribution Percentage, respectively, and shall be made in accordance with the Certificate Account.related Senior Priority;
(mB) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of to the Class A Trust M-1 Certificates, in reduction of their Class Principal Balance, until the Trustee shall deposit Class Principal Balance of such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.Class has been reduced to zero;
(nC) Anything herein to the contrary notwithstandingClass M-2 Certificates, any payment with respect to principal in reduction of or interest on any of their Class Principal Balance, until the Class A Trust Certificates which is made with moneys received pursuant Principal Balance of such Class has been reduced to zero;
(D) to the terms Class M-3 Certificates, in reduction of their Class Principal Balance, until the Certificate Insurance Policy shall not be considered payment Class Principal Balance of such Certificates from Class has been reduced to zero;
(E) to the Trust and shall not result Class M-4 Certificates, in reduction of their Class Principal Balance, until the payment Class Principal Balance of or such Class has been reduced to zero;
(F) to the provision for Class B-1 Certificates, in reduction of their Class Principal Balance, until the payment Class Principal Balance of such Class has been reduced to zero;
(G) to the principal Class B-2 Certificates, in reduction of or interest on their Class Principal Balance, until the Class Principal Balance of such Certificates within Class has been reduced to zero; and
(H) to the meaning Class B-3 Certificates, in reduction of Section 7.03. The Depositortheir Class Principal Balance, until the Servicer and the Trustee acknowledge, and each Owner by its acceptance Class Principal Balance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar such Class has been reduced to zero;
(aii) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.Ex
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Mortgage Pass-Through Trust 2006-C)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured PaymentsOn each Distribution Date, the proceeds Trustee will withdraw the balance of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by for each Loan Group after making the Servicer.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount deductions described in Second below), Section 7.4 from amounts on deposit in the Certificate Account and apply such amounts in the following order of priority, and in each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Thirdcase, to the extent of the funds remaining therefor:
(a) The Interest Remittance Amount Available then remaining, shall be applied as follows:
(i) to the Owners Class A Certificates, the related Current Interest for such Distribution Date on a pro rata basis among such Classes;
(ii) any remaining amounts shall be applied in the following order of priority:
(a) to the Class M-1 Certificates the Class M-1 Current Interest;
(b) to the Class M-2 Certificates the Class M-2 Current Interest;
(c) to the Class M-3 Certificates the Class M-3 Current Interest;
(d) to the Class B Certificates, Certificates the Class B Current Interest; and;
(iviii) Fourth, the Monthly Excess Interest Amount shall be allocated and applied or distributed as provided in pursuant to subsection (fc) of this Section 7.03below.
(cb) [reserved];
(d) On each Payment DateThe Principal Remittance Amount, the Trustee shall make the following disbursements from amounts relating along with any Extra Principal Distribution Amount, with respect to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement Distribution Date shall be treated applied as having occurred only after all preceding disbursements have occurredfollows:
(i) On each Payment Date before amounts up to the Stepdown Date the Owners of Principal Distribution Amount as follows:
(a) from the Class A Trust Principal Distribution Amount, shall be distributed concurrently (x) to the Class A-4 Certificates, the Class A-4 Principal Distribution, until the Certificate Principal Balance thereof has been reduced to zero, and (y) to the Class A Certificates (other than the Class A-11 IO A-4 Certificates unless they are the only remaining class of certificates outstanding), the Fixed Rate Group Principal Allocation, allocated in the following order of priority: sequentially, to the Class A-1 Certificates) will be entitled to receive payment of 100% of , the Class A-1 Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of Class A-2 Certificates, the Class A-1 Certificates A-2 Principal Distribution Amount, to the Class A-3 Certificates, the Class A-3 Principal Distribution Amount, to the Class A-4 Certificates, the Class A-4 Principal Distribution Amount, the remainder, in that order, until the respective Certificate Principal Balances thereof have been reduced to zero;
(b) any amount remaining, (II) to (x) the Owners of the Class A-2 FixedM-1 Certificates, Class A-3M-2 Certificates, Class A-4M-3 Certificates, and the Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 B Certificates (on a pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group basis; and
(ii) any amount remaining shall be distributed pursuant to subsection (c) below; provided, however, that if a Cumulative Loss Trigger Event is in that order)effect, an such amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) shall be distributed sequentially, to the Owners of Class B Certificates, the Class A-9 and Class A-10 (in the case of M-3 Certificates, the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in M-2 Certificates and the Auction Remainder Account) Class M-1 Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and as principal until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the respective Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after . Notwithstanding the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts priority set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
clause (A) Firstabove, if the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group Class M Certificates and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 B Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are is reduced to zero. Notwithstanding , the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable amount to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard pursuant to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of clause (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided concurrently to each Class of Class A Certificates on a pro rata basis in subsection (f) of this Section 7.03accordance with their respective Certificate Principal Balances.
(ec) [reserved];
(f) On any Payment Date, the The Net Monthly Excess Cashflow Amount is required to shall be allocated and applied in the following order of priority on such Payment Distribution Date:
(1i) to pay the Owners of the Class A Interest Carry Forward A-4 Certificates, to fund any LIBOR Shortfall Amount;
(ii) to fund the Extra Principal Distribution Amount from prior periodsof such Distribution Date;
(iii) to the Class M-1 Certificates, the Class M-1 Realized Loss Amortization Amount for such Distribution Date, if any;
(2iv) to pay the Certificate Insurer any Reimbursement Class M-2 Certificates, the Class M-2 Realized Loss Amortization Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5v) to pay the Class M-3 Certificates, the Class M-3 Realized Loss Amortization Amount for such Distribution Date, if any;
(vi) to the Class B Certificates, the Class B Realized Loss Amortization Amount for such Payment Distribution Date, if any; (vii) to the Class C Certificates, the Class C Distribution Amount; (viii) any amounts remaining shall be distributed to the Class RU Certificates.
(d) On each Distribution Date, the Trustee shall allocate the Applied Realized Loss Amount for such Distribution Date to reduce the Certificate Principal Balances of the Class M Certificates and the Class B Certificates in the following order of priority:
(i) to the Class B Certificates, the Class B Applied Realized Loss Amount until the Class B Certificate Principal Balance is zero;
(ii) to the Class M-3 Certificates, the Class M-3 Applied Realized Loss Amount until the Class M-3 Certificate Principal Balance is zero;
(iii) to the Class M-2 Certificates, the Class M-2 Applied Realized Loss Amount until the Class M-2 Certificate Principal Balance is zero; and
(6iv) as provided in Section 7.03(h) hereofto the Class M-1 Certificates, the Class M-1 Applied Realized Loss Amount until the Class M-1 Certificate Principal Balance is zero.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(ke) Notwithstanding anything clause (b) above, the aggregate amounts distributed on all Payment Distribution Dates to the Owners of the any Class of Class A, Class M or Class B Certificates on account of principal pursuant to clause (d) shall not exceed the original Original Certificate Principal Balance of the related Certificatesfor such Class.
(lf) On any Payment Date during the continuance of any Certificate Insurer Default any Any amounts otherwise payable properly distributed to the Certificate Insurer as Premium Amounts Owners of the Class M Certificates, the Class B Certificates, the Class C Certificates or to the Owners of the Residual Certificates pursuant to the terms of this Agreement shall be retained distributed free of the subordination described herein, and any such amounts shall in no event be required to be returned to the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Trustee or paid over to the Owners of the Class A Trust Certificates.
(g) Whenever, during the administration of the Trust, there comes into the possession of the Trustee any money or property which this Agreement does not otherwise require to be distributed on account of the Class A Certificates, the Class M Certificates, the Class B Certificates or the Class C Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, money or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein other property to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual RU Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the ServicerAmount.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Monthly Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount plus amounts described in Second below)Section 7.03(a) which are then on deposit in the Certificate Account (such amount, the "Available Funds") will be applied in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, for the payment of certain fees, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction AgentMaster Servicer, the Auction Agent FeeMaster Servicing Fee (as long as the Master Servicer is engaged under this Agreement);
(ii) Second, for the payment of that Class A Certificate interest, to the extent of the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of related Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the related Class A Trust Certificates, then such amount will be distributed among the outstanding Classes of related Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the any shortfall will be carried forward as the Class A Interest Carry Forward Amountwith accrued interest;
(iii) Third, for the payment of Class B Certificate interest, to the extent of the Interest Amount Available Funds then remainingremaining in the Certificate Account, to the Owners of the Class B Certificates, an amount equal to the Current Interest for the Class B Current Interest; andCertificates;
(iv) Fourth, for the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) payment of this Section 7.03.
(c) [reserved];
(d) On each Payment Datethe Reimbursement Amount, if any, then due to the Trustee shall make Certificate Insurer, to the following disbursements from amounts relating to principal (including extent of the principal component of any Insured Payments) Available Funds then remaining in the following order Certificate Account the lesser of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of Reimbursement Amount then owed to the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 Certificate Insurer and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up Maximum Insurer Current Reimbursement Amount with respect to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date;
(v) Fifth, (III) sequentiallyfor the payment of the Class A Certificate principal, to the extent of the Available Funds then remaining in the Certificate Account plus the principal component of an Insured Payment, to the Owners of the Class A-9 and A Certificates, an amount necessary to reduce the Class A-10 A Certificate Principal Balance of such related Class A Certificates to the Class A Optimal Balance for such Payment Date;
(vi) Sixth, to fund the Interest Carry Forward Amount, if any, with respect to the Class B Certificates, to the extent of the Available Funds then remaining in the case Certificate Account;
(vii) Seventh, for the payment of Class B Certificate principal, to the extent of the amount then remaining in the Certificate Account, an amount necessary to reduce the Class B Principal Balance to the Class B Optimal Balance for such Payment Date;
(viii) Eighth, the remaining amount, if any, on deposit in the Certificate Account with respect to both Loan Groups is the "Monthly Excess Cashflow Amount", which shall be applied in the following order of priority:
(a) to fund the Class B Realized Loss Amortization Amount for such Payment Date;
(b) to the Master Servicer, to the extent of (i) any unreimbursed Delinquency Advances, (ii) any servicing transition expenses incurred by the Master Servicer or its designee in assuming the direct servicing of the Home Equity Loans and (iii) any other documented costs and expenses incurred by the Master Servicer;
(c) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances and any other costs and expenses incurred by the Servicer;
(d) from the Class C Distribution Amount, to fund the Class B Available Funds Cap Carry-Forward Amount;
(e) to fund a distribution to Owners of the Class A-10 CertificateC Certificates in an amount equal to the remaining Class C Distribution Amount; and
(f) to fund a distribution to Owners of the Owners of the Class R Certificates.
(c) The Class A Principal Distribution Amount shall be distributed on each Payment Date, distributions of principal shall include any amounts in deposit in pari passu, to (i) the Auction Remainder Account) Group I Class A Certificates, in that orderan amount equal to the Group I Principal Distribution Amount and (ii) the Class A-8 Certificates, until in an amount equal to the Loan Group II Principal Distribution Amount.
(d) The Group I Class A Principal Distribution Amount shall be distributed on each Payment Date in the following order of priority:
(i) first, to the Class A-7 Certificates, in an amount equal to the lesser of (a) the Class A-7 Principal Distribution Amount for such Payment Date and (b) the Class A-7 Certificate Principal Balance on such Payment Date;
(ii) second, to the to the Class A-1 through the Class A-6 Certificates, sequentially, in the amounts necessary to reduce their respective Certificate Principal Balances are reduced to zero and zero; and
(IViii) third, to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order)Certificates, without regard to their respective Planned the Class A-7 Principal Balances and Distribution Amount, any remaining amount of the Group I Principal Distribution Amount for such Payment Date, until the Class A-7 Certificate Principal Balance has been reduced to zero.
(e) The Group II Class A Principal Distribution Amount is required to be distributed on each Payment Date to the Class A-8 Certificates, until the Certificate Principal Balances Balance thereof are has been reduced to zero. .
(f) Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(iig) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the For federal income tax purposes amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed paid to the Owners of the Class B CertificatesCertificates on account of the Class B Available Funds Cap Carry-Forward Amount shall be deemed first to have been paid to the Owners of the Class C Certificates as a distribution of the Class C Distribution Amount.
(h) On each Payment Date, until if the Class B Certificate Principal Balance has not been reduced to zero; and
(C) Third, any portion the Trustee shall allocate the excess of the Aggregate Certificate Principal Remittance Amount remaining after making all Balance over the Combined Loan Balance as of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect end of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes related Remittance Period to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for reduce such Payment Date;
(4) to pay the Class B Interest Carry Forward AmountCertificate Principal Balance, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainderbut not below zero.
(i) [reservedReserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(lk) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(ml) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs paragraph (d)(i) and (d)(iib) above.
(nm) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys monies received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Pass-Through Rate for such Class from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the related Class A Distribution Amount Amounts for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in this Section 7.03(d)7.03. Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(27.03(b)(v) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Trust 1999-1)
Flow of Funds. (a) The Trustee shall deposit to in the Certificate Distribution Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Subservicer.
(b) On [reserved]
(c) Subject to any superseding provisions of clause (d) below during the continuance of a Certificate Insurer Default, on each Payment Date, Distribution Date the Trustee shall make the following allocations, disbursements from and transfers of amounts then on deposit in the Interest Remittance Amount (including the interest component of any Insured Payments which is available only Distribution Account for the payment of the amount described in Second below), each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) Firstfirst, concurrentlyto the Master Servicer, (aan amount equal to any Master Servicing Fees then due to it on account of the Mortgage Loans not theretofore received by the Master Servicer pursuant to Section 8.10(c)(i) hereof, as reported by the Master Servicer to the Trustee;
(ii) second, the Trustee Fee, (b) to the Certificate Insurer, the related Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Thirdthird, to the extent of the Interest Amount Available then remainingTrustee, an amount equal to the Owners of the Class B Certificates, the Class B Current Interest; andTrustee's Fees then due to it;
(iv) Fourthfourth, to the related Class A Distribution Account, an amount equal to the related Insured Distribution Amount (without regard to the amount of any related Insured Payment for such Distribution Date) for such Distribution Date;
(v) fifth, to the Class A Distribution Account for the other Group, the Monthly Excess Interest excess of (A) the Insured Distribution Amount shall be applied or distributed (without regard to the amount of any related Insured Payment for such Distribution Date) for such other Group over (B) the amount deposited to such other Class A Distribution Account pursuant to clause (iv) above;
(vi) sixth, to the Certificate Insurer, the amount of any related Reimbursement Amount (together with any other amounts due to the Certificate Insurer with respect to the related Group under the Insurance Agreement);
(vii) seventh, to the Certificate Insurer, the excess of (A) the amount of any Reimbursement Amount with respect to the other Group (together with any other amounts due to the Certificate Insurer with respect to the other Group under the Insurance Agreement) over (B) the amount paid to the Certificate Insurer with respect to the other Group pursuant to clause (vi) above;
(viii) eighth, to the related Class A Distribution Account, an amount equal to the related Subordination Deficiency Amount, if any, as provided in subsection of such Distribution Date;
(fix) ninth, to the Class A Distribution Account for the other Group, the excess of (A) the Subordination Deficiency Amount, if any, for such other Group for such Distribution Date over (B) the amount deposited to such other Class A Distribution Account pursuant to clause (viii) above;
(x) tenth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.037.5, to the Supplemental Interest Account, the amount then remaining in the Distribution Account on such Distribution Date, as a distribution on the Class R Certificate.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default set forth in clause (a) of the definition thereof, no Premium Amounts shall be paid to the Certificate Insurer, and any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained applied in accordance with Section 7.5(c) hereof as part of the Certificate Accountrelated Available Funds.
(me) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the The Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Distribution Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth Certificates, the amount then on deposit in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trustrelated Class A Distribution Account (including, nor shall such payments discharge the obligation of the Trust with respect to the Class A-2 Distribution Account, any amount deposited thereto from the Supplemental Interest Payment Account on such Class A Trust Certificates and the Certificate Insurer Distribution Date). Any application of such amount shall be entitled first made to receive interest (as the related Reimbursement Amount pursuant Interest Distribution Amount) and then to Section 7.03(f)(2principal (as the related Principal Distribution Amount).
(f) hereof. The rights Notwithstanding any of the Owners foregoing provisions, the aggregate amount distributed to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual any Class A Certificates to receive distributions in respect on account of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time principal shall not vest unless and until such amounts are distributed in respect of exceed the Residual Certificates in accordance with Original Certificate Principal Balance for the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03related Class.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Accredited Home Lenders Inc)
Flow of Funds. (a) The Trustee shall on each Remittance Date, deposit to the Certificate Account, without duplication, (i) upon receipt, any Insured Payments, (ii) the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(iiTrust and (iii) and the Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer.
(b) [Reserved].
(c) On each Payment Date, the Trustee shall withdraw from the Certificate Account and remit to the Master Servicer or its designee all net investment earnings then on deposit in the Certificate Account, and shall make the following allocations, disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment and transfers of the remaining amount described then on deposit in Second below), the Certificate Account in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) Firstfirst, concurrentlyfrom amounts then on deposit in the Certificate Account, (a) to the Trustee, the Trustee Fee, (b) an amount equal to the Certificate Insurer, the Premium Amount and (c) Trustee's Fees then due to the Auction Agent, the Auction Agent Feeit;
(ii) Secondsecond, from amounts then on deposit in the Certificate Account, to the Certificate Insurer the Premium Amount for such Payment Date;
(iii) third, from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Servicing Fees then due to it, to the extent not previously received by the Master Servicer pursuant to Sections 8.08(c)(i) or 8.09(a) hereof;
(iv) fourth, from amounts then on deposit in the Certificate Account, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related pro rata, their respective Class A Current Interest plus for such Payment Date;
(v) fifth, from amounts then on deposit in the related Class A Interest Carry Forward Amount with respect Certificate Account, to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes Owners of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Classrata, and the amount of the shortfall will be carried forward as the their respective Class A Interest Carry Forward Amount;
(iiivi) Thirdsixth, to from amounts then on deposit in the extent of the Interest Amount Available then remainingCertificate Account, to the Owners of the Class B A Certificates, the Class B Current Interest; and
(iv) Fourthas a distribution of principal, the Monthly Excess Interest Base Principal Distribution Amount shall for such Payment Date; such amount to be applied or distributed paid out as provided in subsection (f) a portion of this the Principal Distribution Amount pursuant to Section 7.03.
(c) [reserved]7.05(d);
(dvii) On seventh, from amounts then on deposit in the Certificate Account, to the Owners of the Class A Certificates, as a distribution of principal, the 61 68 Overcollateralization Deficit for such Payment Date; such amount to be paid out as a portion of the Principal Distribution Amount pursuant to Section 7.05(d);
(viii) eighth, from amounts then on deposit in the Certificate Account, to the Certificate Insurer, the Reimbursement Amount, if any, then due to it;
(ix) ninth, from amounts then on deposit in the Certificate Account, to the Owners of the Class A Certificates, as a distribution of principal, up to an amount equal to the Overcollateralization Increase Amount; such amount to be paid out as a portion of the Principal Distribution Amount pursuant to Section 7.05(d);
(x) tenth, from amounts then on deposit in the Certificate Account, to the Master Servicer, to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances, including Nonrecoverable Delinquency Advances and Nonrecoverable Servicing Advances and accrued and unpaid Servicing Fees as of such Payment Date;
(xi) eleventh, from amounts then on deposit in the Certificate Account, to the Trustee, to the extent of any unreimbursed expenses owed to it;
(xii) twelfth, on each Payment Date, the Trustee shall make the following disbursements transfer from amounts relating then on deposit in either Certificate Account to principal (including the principal component of any Insured Payments) in Supplemental Interest Payment Account, the following order of priority and each Class B Distribution Amount; such disbursement transfer shall be treated as having occurred only after all preceding disbursements have occurred:deemed to be a distribution on the Class B Certificates; and
(ixiii) On thirteenth, on each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) the Trustee shall transfer all remaining monies then on deposit in the Certificate Account to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) R-II Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(iid) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) Amounts shall be applied as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) shall be applied in the amount distributed to the Owners following order of the Class A Trust Certificates in clause priority:
(A) above and (y) first, the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until A-6 Certificates in an amount equal to the lesser of (x) the Class B Certificate A-6 Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Distribution Amount for such Payment Date and (provided that any y) the Outstanding Class A-6 Certificate Principal Balance for such Payment Date;
(B) second, the excess of (x) the Principal Distribution Amount over (y) the amount paid distributed in respect of the Insurance Agreement--Grantor Trust clause (d)(i)(A) above shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual A-1 Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust A-2 Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such A-3 Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust A-4 Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Class A-5 Certificates, and all ownership interests of sequentially in that order, until the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.Certificate
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 2000 2)
Flow of Funds. (a) The Trustee shall on each Payment Date, deposit to the Certificate AccountAccount with respect to each Group, without duplication, (a) upon receipt, any Insured PaymentsPayments relating to such Group, (b) the proceeds of any liquidation of the assets of the TrustTrust and (c) from the Spread Account, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) lesser of the balance thereof and the Monthly Remittance Amount remitted by the ServicerAggregate Class A Shortfall.
(b) On each Payment Date, the Trustee shall make the following allocations, disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment and transfers of the remaining amount described then on deposit in Second below), the Certificate Account with respect to each Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) Firstfrom amounts then on deposit in the Certificate Account, concurrently, (a) to the Trustee, the Trustee Fee, (b) an amount equal to the Certificate Insurer, the Premium Amount and (c) Trustee's Fees then due to the Auction Agent, the Auction Agent Feeit with respect to each Group;
(ii) Secondfrom amounts then on deposit in the Certificate Account, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), Certificate Insurer the related Class A Current Interest plus the related Class A Interest Carry Forward Premium Amount with respect to each for such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward AmountDate;
(iii) Thirdfrom amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Servicing Fees then due to it, to the extent of not previously received by the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; andMaster Servicer;
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) then on deposit in the following order of priority and each Certificate Account with respect to such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentiallyGroup, to the Owners Holders of the related Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) A Certificates, in that orderpro rata, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4v) from amounts then on deposit in the Certificate Account with respect to pay such Group, to the Holders of the related Class B A Certificates, their respective Interest Carry Forward Amount, if any;
(5vi) from amounts then on deposit in the Certificate Account with respect to pay such Group, for allocation to the Holders of the Class B Realized Loss Amortization A Certificates of the other Group, an amount equal to any shortfall in the full amount of the Class A Current Interest for such other Group with respect to such Payment Date, after taking into account the allocation of amounts then on deposit in the Certificate Account for the other Group on such Payment Date;
(vii) from amounts then on deposit in the Certificate Account with respect to such Group, for allocation to the Holders of the Class A Certificates of the other Group, an amount equal to any shortfall in the full amount of the Interest Carry Forward Amount for such other Group with respect to such Payment Date, after taking into account the allocation of amounts then on deposit in the Certificate Account for the other Group on such Payment Date;
(viii) from amounts then on deposit in the Certificate Account with respect to such Group, to the Holders of the related Class A Certificates, as a distribution of principal, the Principal Distribution Amount with respect to such Group for such Payment Date; and;
(6ix) as provided from amounts then on deposit in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any the Certificate Account with respect to such Group, to the Holders of the Class A Certificates of the other Group, an amount equal to the shortfall in the full amount of the Principal Distribution Amount for such other Group with respect to such Payment Date, any Monthly Excess Cashflow Amount remaining after taking into account the application allocation of Section 7.03(f)(1)-(6) shall be distributed as follows:amounts then on deposit in the Certificate Account for the other Group on such Payment Date;
(1x) from amounts then on deposit in the Certificate Account with respect to such Group, to the Servicer Certificate Insurer, the Reimbursement Amount, if any, then due to it with respect to such Group;
(xi) from amounts then on deposit in the Certificate Account with respect to such Group, to the Certificate Insurer, the Reimbursement Amount for the other Group, if any, then due to it after taking into account the allocation of amounts then on deposit in the Certificate Account for the other Group on such Payment Date;
(xii) from amounts then on deposit in the Certificate Account to the Spread Account, until the Spread Account Requirement is satisfied;
(xiii) from amounts then on deposit in the Certificate Account with respect to such Group, to the Master Servicer, to the extent of any unreimbursed Delinquency Advances or Advances, unreimbursed Servicing Advances, and accrued and unpaid Servicing Fees as of such Payment Date;
(2xiv) from amounts then on deposit in the Certificate Account with respect to such Group, to the Trustee, to the extent of any unreimbursed expenses owed to it;
(xv) to pay any expenses or other amounts due under the Auction Agent Agreement (other than holders of the Auction Agent Fee);Class A-2 Certificates the Class A-2 Available Funds Cap Carryover Amount; and
(3xvi) [reserved];
(4) to fund a distribution all remaining monies then on deposit in the Certificate Account to the Owners Holders of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Class R Certificates.
(lc) On Notwithstanding paragraph (b) above, on any Payment Date during the continuance of any Certificate Insurer Default Default, no Premium Amounts or Reimbursement Amounts shall be paid to the Certificate Insurer unless the Certificate Insurer or its custodian, trustee, agent, receiver or similar official continues to make payment under the Certificate Insurance Policy, and any amounts otherwise payable to the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate AccountAccount as the Group Available Funds with respect to the related Group, as appropriate. On any Payment Date wherein such Certificate Insurer Default has been cured, the Premium Amounts or Reimbursement Amount shall be paid to the Certificate Insurer.
(md) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on Notwithstanding any of the foregoing provisions, the aggregate amount distributed to the Holders of any Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates shall not exceed the Certificate Balance for the related Class.
(e) All distributions made to the Owners of such Certificates, Class A-1 Certificateholders and the Certificate Insurer Class A-2 Certificateholders or the Class R Certificateholders as a Class on each Payment Date will be fully subrogated to made on a pro rata basis among the rights of such Owners to receive such principal and interest together with any interest thereon of Certificateholders on the applicable Pass- Through Rate from next preceding Record Date based on the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid Percentage Interest represented by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual their respective Certificates, and all ownership interests shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if, in the case of a Class A Certificateholder, such Certificateholder shall own of record Certificates of the Owners of same Class which have denominations aggregating at least $5,000,000 appearing in the Residual Certificates in Certificate Register and to such distributions, shall be subject and subordinate have provided complete wiring instructions at least five Business Days prior to the preferential rights of Record Date, and otherwise by check mailed to the holders of the Offered Certificates to receive distributions thereon and the ownership interests address of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited Certificateholder appearing in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03Certificate Register.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Residential Asset Funding Corp)
Flow of Funds. (a) The Indenture Trustee shall deposit to the Certificate Note Account, without duplication, upon receipt, (i) any Insured Paymentspayments made pursuant to the Policy, (ii) the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee, (iii) on the Payment Dates occurring in December, 1997, January, 1998 and February 1998, the Pre-Funding Earnings transferred by the Indenture Trustee pursuant to Section 8.5(c) hereof, (iv) the Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 8.5(d) hereof and (v) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 8.6(b)(vi) hereof.
(b) On With respect to the Note Account, on each Payment Date, the Indenture Trustee shall make the following allocations, disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) Firstfirst, concurrently, (a) to the Indenture Trustee, the Trustee Fee, (b) Indenture Trustee's Fee then due and to the Certificate InsurerOwner Trustee, the Premium Amount and (c) to the Auction Agent, the Auction Agent FeeOwner Trustee's Fee then due;
(ii) Secondsecond, to each Originator, each Originator's proportionate interest in the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates)Originator's Current Amount, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each if any, for such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward AmountDate;
(iii) Thirdthird, from amounts then on deposit in the Account, the Premium Amount to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; andInsurer for such Payment Date.
(iv) Fourthfourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than Noteholders, the Class A-11 IO Certificates) will be entitled to receive payment of 100% of A Interest Distribution Amount and the Principal Distribution AmountUnpaid Class A Note Interest Shortfall, together with the principal component of any Insured Payment if any, for such Payment Date;
(v) fifth, to the Class A Noteholders, as follows: (I) to a distribution of principal, the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances Overcollateralization Deficit for such Payment Date;
(vi) sixth, (III) sequentiallyif such Payment Date is the first Payment Date following the end of the Pre-Funding Period, to the Owners Class A Noteholders as a distribution of the Class A-9 and Class A-10 (principal any amount remaining in the case Pre-Funding Account (after taking into account all transfers of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date Subsequent Mortgage Loans on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled prior to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3vii) seventh, to pay the Extra Class A Noteholders as a distribution of principal, the Scheduled Principal Distribution Amount for such Payment Date;
(4viii) eighth, to pay the Class B Interest Carry Forward Insurer, the Reimbursement Amount, if any, then due to it;
(5ix) ninth, to pay the Class B Realized Loss Amortization A Noteholders as a distribution of principal up to an amount equal to the Overcollateralization Deficiency Amount (the "Accelerated Principal Payment");
(x) tenth, to the Master Servicer, reimbursement for such Payment DateServicing Advances to the extent not previously reimbursed and reimbursement for Servicing Advances which have been deemed Nonrecoverable Advances;
(xi) eleventh, to the Class A Noteholders, the amount of any Net Funds Cap Carry-Forward Amount then due; and
(6xii) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Datetwelfth, to the Certificateholders, which shall initially be the Originators, any Monthly Excess Cashflow Amount amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained deposit in the Certificate Note Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Flow of Funds. (a) The On each Distribution Date (or with respect to payments to the Swap Counterparty, on the related Swap Payment Date), the Trustee shall deposit withdraw from the Certificate Distribution Account, to the Certificate Accountextent of funds on deposit therein, without duplication, upon receiptthe Total Distribution Amount (net of the Trustee Fee, any Insured PaymentsRetained Interest and the Pool PMI Insurance Premiums, the proceeds of if any liquidation (and related amounts, which will generally not exceed 0.01% of the assets of the Trust, all remittances made monthly premium)) and amounts that are available for payment to the Trustee pursuant Swap Counterparty, and shall allocate such amounts to the Interests issued in respect of each REMIC created hereby, as set forth in the Preliminary Statement to this Agreement, and shall distribute such amounts as specified in this Section. All allocations and distributions made between and with respect to Pool 1 and Pool 2 in this Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicershall be made concurrently.
(b) On each Distribution Date (or, with respect to clause (i) below, the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority:
(i) for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Section 6.05(c)(i);
(ii) to the A-IO(1) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(iv), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Trustee, the Pool 1 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xiii) for application as part of Pool 1 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (xii) above.
(c) On each Distribution Date (or with respect to clause (i) below, the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority:
(i) for deposit into the Supplemental Interest Trust Account, the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 2 for such Distribution Date;
(ii) to the A-IO(2) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iv), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Trustee, the Pool 2 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xiii) for application as part of Pool 2 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (xii) above.
(d) On each Distribution Date (or with respect to clauses (i)(A)(1), (i)(B)(1), (ii)(A) and (ii)(B) below, the related Swap Payment Date), the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool as follows:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, the Trustee shall make the following disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) Firstdistributions, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, any Retained Interest and the Pool PMI Insurance Premiums, if any, (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplication, upon receipt, any Insured Payments, REMIC 2 and REMIC 3 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances made Preliminary Statement to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicerthis Agreement.
(b) On each Payment Distribution Date, the Trustee shall make the following disbursements from distribute the Interest Remittance Amount for such date in the following order of priority:
(including i) to the interest component Class A-IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ii) concurrently, to the Class A-1A, Class A-1B, Class A-1C and Class A-2 Certificates, in proportion to their respective entitlements under this Section 6.05(b)(ii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iii) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iv) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and
(x) for application as part of Excess Cashflow for such Distribution Date, as provided in subsection (d) of this Section, any Insured Payments Interest Remittance Amount remaining after application pursuant to clauses (i) through (ix) above.
(c) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount in the following order of priority:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is available only for in effect, until the payment aggregate Class Principal Balance of the amount described in Second below)LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(iA) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust A-1 Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Classas a group, and the amount Class A-2 Certificates, in proportion to the respective Class Principal Balances of the shortfall will be carried forward as such Certificates, in reduction of their Class Principal Balances, until the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero; provided that any amount distributable to the Class A-1 Certificates as a group pursuant to this Section 6.05(c)(i)(A), 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the A-1A, Class A Trust Certificates (other than the Class A-11 IO Certificates) A-1B and Class B A-1C Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners Class M-1 Certificates, in reduction of the their Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero;
(C) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(D) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(E) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(F) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(G) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(H) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(I) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d); and
(ii) for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, to the Class A-1 Certificates, as a group, the Class A-2 Certificates, and the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 and Class B-3 Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that any amount distributable to the Class A-1 Certificates as a group pursuant to this Section 6.05(c)(ii)(A) shall be distributed to the Class A-1A, Class A-1B and Class A-1C Certificates sequentially, in that order; and
(B) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d).
(d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, to the Class A-1 Certificates, as a group, and the Class A-2 Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that any amount distributable to the Class A-1 Certificates as a group pursuant to this Section 6.05(d)(i)(A), shall be distributed to the Class A-1A, Class A-1B and Class A-1C Certificates sequentially, in that order;
(B) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(C) Thirdto the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(D) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(E) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(F) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(G) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(H) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(ii) to the extent of Excess Interest for such Distribution Date, for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, to the Class A-1 Certificates, as a group, the Class A-2 Certificates, and the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 and Class B-3 Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that any amount distributable to the Class A-1 Certificates as a group pursuant to this Section 6.05(d)(ii)(A) shall be distributed to the Class A-1A, Class A-1B and Class A-1C Certificates sequentially, in that order;
(iii) to the extent of any amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date, to the Reserve Fund, the amount of any Carryforward Interest remaining unpaid, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any portion such unpaid Carryforward Interest for such Class for such date;
(iv) to the extent of any remaining amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date, to the Reserve Fund, the amount of any Loss Amount for such Distribution Date, and then from the Reserve Fund to the LIBOR Certificates, in reduction of their Class Principal Remittance Amount remaining after making all Balances, in the order of the distributions priority specified in clauses (i) and (ii), as applicable, of this Section 6.05(d);
(v) to the extent of Excess Interest for such Distribution Date and any remaining amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date, to the Reserve Fund, the amount of any Basis Risk Payment, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class for such date;
(vi) to the extent of Excess Interest for such Distribution Date and any remaining amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date, to the Reserve Fund, the amount of any Deferred Principal Amount, and then from the Reserve Fund to the Subordinate Certificates, in order of seniority, any Deferred Principal Amount for such Class for such date;
(vii) on the Distribution Date in August 2012, $100.00 to the Class P Certificate in reduction of its Class Principal Balance;
(viii) to pay any up-front fee payable to any substitute Cap Provider as provided in Section 6.13(d);
(ix) to the Class X Certificates, the sum of (A) any amounts remaining in the Reserve Fund after taking into account distributions pursuant to clauses (i) through (viii) above, in excess of the Reserve Fund Requirement for such Distribution Date, and (B) above shall be distributed as provided in subsection any amounts payable under the Cap Agreement and distributable to the Class X Certificates under Section 6.12(b);
(fx) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date and any remaining proceeds from the sale of this Section 7.03any Excess Cap Amount; and
(xi) to the Residual Certificate, any remaining amount.
(e) [reserved];On each Distribution Date, the Trustee shall distribute from amounts remaining in the Reserve Fund after application pursuant to Section 6.05(d) the amount of any Loss Amount not distributed pursuant to Section 6.05(d)(iv), to the LIBOR Certificates, in reduction of their Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of Section 6.05(d).
(f) On any Payment each Distribution Date, the Monthly Excess Cashflow Trustee shall distribute the Class P Distribution Amount for such date to the Class P Certificates.
(g) On the Termination Date, the Trustee shall distribute to each Class of Certificates the amounts set forth in Section 10.02 hereof as follows:
(i) The Trustee shall distribute the Class A-IO Termination Amount to the Class A-IO Certificates if the Trust Fund is required terminated pursuant to be applied Section 10.02(a) or (b);
(ii) The Trustee shall distribute the amount of the Minimum Bid Price or the Termination Price, allocable to interest, together with any other amounts received by the Trustee in respect of interest pursuant to Section 10.02, in the following order of priority on such Payment Datepriority:
(1A) to pay the Class A Interest Carry Forward A-IO Certificates, any accrued and unpaid interest on the outstanding Class Notional Amount from prior periods, if anythereof;
(2B) concurrently, to pay the Certificate Insurer any Reimbursement Amount for Class A-1 Certificates, as a group and the Class A-2 Certificates, in proportion to the respective Class Principal Balances of such Payment Date (Certificates, in reduction of their Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that any amount paid in respect of distributable to the Insurance Agreement--Grantor Trust Class A-1 Certificates as a group pursuant to this Section 6.05(g)(ii)(B) shall be deemed for federal income tax purposes to have been distributed to the Owners of Class A-1A, Class A-1B and Class A-1C Certificates sequentially, in that order;
(C) to the Class R M-1 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(D) to the Class M-2 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(E) to the Class M-3 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(F) to the Class M-4 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(G) to the Class B-1 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(H) to the Class B-2 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof;
(I) to the Class B-3 Certificates, any accrued and unpaid interest on the outstanding Class Principal Balance thereof; and
(J) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d);
(3iii) The Trustee shall distribute the amount of the Minimum Bid Price or the Termination Price, as applicable, allocable to pay principal, together with any other amounts received by the Extra Trustee in respect of principal pursuant to Section 10.02, in the following order of priority:
(A) concurrently, to the Class A-1 Certificates, as a group, and the Class A-2 Certificates, in proportion to the respective Class Principal Distribution Amount for Balances of such Payment DateCertificates, in reduction of their Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that any amount distributable to the Class A-1 Certificates as a group pursuant to this Section 6.05(g)(iii)(A) shall be distributed to the Class A-1A, Class A-1B and Class A-1C Certificates sequentially, in that order;
(4B) to pay the Class B Interest Carry Forward AmountM-1 Certificates, if anyuntil the Class Principal Balance of such Class has been reduced to zero;
(5C) to pay the Class B Realized Loss Amortization Amount for M-2 Certificates, until the Class Principal Balance of such Payment DateClass has been reduced to zero;
(D) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero;
(E) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero;
(F) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero;
(G) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1H) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Class B-3 Certificates, until the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Class Principal Balance of the related Certificates.such Class has been reduced to zero; and
(lI) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer remaining amount, for application as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount Excess Cashflow pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.036.05(d).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Mortgage Pass-Through Trust 2005-C)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the ServicerServicer with respect to each Loan Group.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Monthly Remittance Amount (including the interest component of any Insured Payments for a Loan Group which is available only for then on deposit in the payment of Certificate Account (such amount, the amount described in Second below), "Available Funds" with respect to a Loan Group) will be applied in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, concurrently, (a) to the Trustee, the Trustee Fee, (b) Fee and to the Certificate Insurer, the Premium Amount and (c) Amount, in each case with respect to the Auction Agent, the Auction Agent Feesuch Loan Group;
(ii) Second, to the extent of the Available Funds then remaining in the Certificate Account with respect to such Loan Group, plus the interest component of any related Insured Payment (such amount, the "Interest Amount Available" for such Loan Group), to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates)related to such Loan Group, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of related Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus (together with the interest component of any Insured Payment amounts described in clause Third, below) is not sufficient to make a full distribution of interest with respect to all Classes of the related Class A Trust Certificates, then such amount will be distributed among the outstanding Classes of related Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the any shortfall will be carried forward as the Class A Interest Carry Forward Amountwith accrued interest;
(iii) Third, to the extent of the Interest Amount Available Funds then remainingremaining in the Certificate Account with respect to such Loan Group, to the Owners of the Class A Trust Certificates related to the other Loan Group; the amount of any shortfall on such Payment Date under priority Second above;
(iv) Fourth, to the extent of the Available Funds then remaining in the Certificate Account with respect to such Loan Group, to the Owners of the Class B Certificates, Certificates an amount equal to the product of (a) the Current Interest for the Class B Current Interest; andCertificates and (b) a fraction, the numerator of which is the outstanding aggregate Class A Certificate Principal Balance with respect to the Class A Trust Certificates related to such Loan Group and the denominator of which is the sum of the outstanding aggregate Class A Certificate Principal Balance with respect to the Class A Trust Certificates related to both Loan Groups;
(ivv) FourthFifth, to the Certificate Insurer, the Monthly Excess Interest lesser of (x) the Reimbursement Amount then owed to the Certificate Insurer and (y) the Maximum Insurer Current Reimbursement Amount for such Payment Date; the amount paid to the Certificate Insurer on account of any Reimbursement Amount shall be applied or funded from the Available Funds then remaining on deposit in the Certificate Account with respect to each Loan Group in an amount equal to the product of (a) the total amount so to be funded and (b) a fraction, the numerator of which is the outstanding Class A Certificate Principal Balance with respect to the Class A Trust Certificates related to such Loan Group and the denominator of which is the sum of the outstanding Class A Certificate Principal Balance with respect to the Class A Trust Certificate related to both Loan Groups (provided that any amount paid in respect of the Insurance Agreement-Grantor Trust shall be deemed for federal income tax purposes to have been distributed as provided in subsection (f) to the Owners of this Section 7.03.
(c) [reserved]the Class R Certificates);
(dvi) On each Payment DateSixth, to the Trustee shall make extent of the following disbursements from amounts relating Available Funds then remaining in the Certificate Account with respect to principal (including such Loan Group, plus the principal component of any related Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date Payment, to the Owners of the Class A Trust Certificates (other than with respect to such Loan Group, an amount necessary to reduce the aggregate Class A Principal Balance of such related Class A Trust Certificates to the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment A Optimal Balance for such Payment Date; provided, as follows: that such amount of principal so distributed with respect to such Loan Group shall be reduced, but not below zero, by an amount equal to the Overcollateralization Stepdown Amount, if any, for such Payment Date; such amount to be distributed with respect to specific Classes of the Class A Trust Certificates in the further priorities described in paragraph (Id) below);
(vii) Seventh, to the extent of the Available Funds then remaining in the Certificate Account with respect to such Loan Group, to the Owners of the Class A Trust Certificates related to the other Loan Group, the amount of any Crossover Overcollateralization Increase Amount; such amount to be distributed with respect to specific Classes of the Class A Trust Certificates in the further provisions described in paragraph (d) below;
(viii) Eighth, to the extent of the amount then remaining in the Certificate Account with respect to both Loan Groups together, an amount necessary to reduce the Class B Principal Balance to the Class B Optimal Balance for such Payment Date;
(ix) Ninth, the remaining amount, if any, on deposit in the Certificate Account with respect to both Loan Groups is the "Monthly Excess Cashflow Amount" which shall be applied as set forth in paragraph (e) below;
(c) [Reserved];
(i) On each Payment Date, the Class A Principal Distribution Amount with respect to Loan Group I is required to be distributed on each Payment Date in the following order of priority:
(a) first, to the Class A-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero;
(b) second, to each Class of PAC Certificates, sequentially in the order of their numerical Class designations (beginning with the Class A-2 Internal Certificates and the Class A-2 Fixed Certificates, which will receive principal pro rata) in an amount up to the amount necessary to reduce the respective Certificate Principal Balances thereof to their Planned Principal Balances for such Payment Date;
(c) third, to the Class A-8 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; and
(d) fourth, to the PAC Certificates as provided in clause (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that orderb), an amount up but without regard to the amount necessary to reduce Planned Principal Balances and until the respective Certificate Principal Balances thereof have been reduced to their respective Planned Principal Balances for such zero.
(ii) On each Payment Date, (III) sequentially, the Class A Principal Distribution Amount with respect to Loan Group II is required to be distributed on each Payment Date to the Owners of the Class A-9 and Class A-10 (in the case of Certificates, until the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective A-9 Certificate Principal Balances are Balance has been reduced to zero and zero.
(IViii) to (x) the Owners of If the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate A Certificate Principal Balance of each all of the Class A Trust Certificates relating to Loan Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are I is reduced to zero, the Class A Trust Certificates relating to Loan Group II (if any remain Outstanding) will thereafter be entitled to receive 100% of the aggregate Class A Principal Distribution Amount relating to both Loan Groups. If the Class A Certificate Principal Balance of all of the Class A Trust Certificates relating to Loan Group II is reduced to zero, the Class A Trust Certificates relating to Loan Group I (if any remain Outstanding) will thereafter be entitled to receive 100% of the aggregate Class A Principal Distribution Amount. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances Balances, any Group designation or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any each Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4i) to pay the Class B Interest Carry Forward Amount, if any;
(5ii) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and;
(6) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1iii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2iv) to pay any expenses or other amounts due under fund a distribution to Owners of the Auction Agent Agreement Class C Certificates, the lesser of (other than x) the Auction Agent Fee);
amount of the Monthly Excess Cashflow Amount then remaining and (3y) [reserved];
the Class C Distribution Amount plus the Cumulative Class C Carryforward Amount; and (4v) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(f) [Reserved]
(g) [Reserved]
(h) [Reserved]
(i) [reserved];On each Payment Date, if the Class B Certificate Principal Balance has not been reduced to zero, the Trustee shall allocate the excess of the Aggregate Trust Certificate Principal Balance over the Total Loan Balance to reduce the Class B Certificate Principal Balance, but not below zero.
(j) [reservedReserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs paragraph (d)(i) and (d)(iib) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys monies received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Pass-Through Rate for such Class from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the related Class A Distribution Amount Amounts for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in this Section 7.03(d)7.03. Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(27.03(b)(v) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Flow of Funds. (a) The Indenture Trustee shall deposit to the Certificate Note Account, without duplication, upon receipt, (i) any Insured Paymentspayments made pursuant to the Policy, (ii) the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee, (iii) on the Payment Dates occurring in July, 1998, the Pre-Funding Earnings transferred by the Indenture Trustee pursuant to Section 8.5(c) hereof, (iv) the Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 8.5(d) hereof and (v) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 8.6(b)(v) hereof.
(b) On With respect to the Note Account, on each Payment Date, the Indenture Trustee shall make the following allocations, disbursements from the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment of the amount described in Second below), and transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred:
(i) Firstfirst, concurrently, (a) to the Indenture Trustee, the Trustee Fee, (b) Indenture Trustee's Fee then due and to the Certificate InsurerOwner Trustee, the Premium Amount and (c) to the Auction Agent, the Auction Agent FeeOwner Trustee's Fee then due;
(ii) Secondsecond, from amounts then on deposit in the Account, the Premium Amount to the Insurer for such Payment Date.
(iii) third, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates)Noteholders, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward AmountDistribution Amount and the Unpaid Class A Note Interest Shortfall, if any, for such Payment Date;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourthfourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than Noteholders, as a distribution of principal, the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment Overcollateralization Deficit for such Payment Date;
(v) fifth, as follows: (I) if such Payment Date is the first Payment Date following the end of the Pre-Funding Period, to the Owners Class A Noteholders as a distribution of principal any amount remaining in the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced Pre-Funding Account (after taking into account all transfers of Subsequent Mortgage Loans on or prior to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3vi) sixth, to pay the Extra Class A Noteholders as a distribution of principal, the Scheduled Principal Distribution Amount for such Payment Date;
(4vii) seventh, to pay the Class B Interest Carry Forward Insurer, the Reimbursement Amount, if any, then due to it;
(5viii) eighth, to pay the Class B Realized Loss Amortization A Noteholders as a distribution of principal up to an amount equal to the Overcollateralization Deficiency Amount (the "Accelerated Principal Payment");
(ix) ninth, to the Master Servicer, reimbursement for such Payment DateServicing Advances to the extent not previously reimbursed and reimbursement for Servicing Advances which have been deemed Nonrecoverable Advances;
(x) tenth, to the Class A Noteholders, the amount of any Net Funds Cap Carry-Forward Amount then due; and
(6xi) as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Dateeleventh, to the Certificateholders, which shall initially be the Originator, any Monthly Excess Cashflow Amount amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained deposit in the Certificate Note Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Indenture (Advanta Revolving Home Equity Loan Trust 1998-A)
Flow of Funds. (a) The Trustee shall deposit to the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(b) On each Payment Date, the Trustee shall make the following disbursements from the Interest Monthly Remittance Amount (including the interest component of any Insured Payments which is available only for then on deposit in the payment of Certificate Account (such amount, the amount described in Second below), "Available Funds") will be applied in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) First, for the payment of certain fees, concurrently, (a) to the Trustee, the Trustee Fee, (b) Fee and to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent FeeAmount;
(ii) Second, for the payment of the Class A Certificate interest, to the extent of the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of the Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, for the payment of the Class B Certificate interest, to the extent of the Available Funds then remaining in the Certificate Account, to the Owners of the Class B Certificates an amount equal to the Current Interest for such Class B Certificates without any priority among such Class B Certificates;
(iv) Fourth, for the payment of the Reimbursement Amount, if any, then due to the Certificate Insurer, to the extent of the Available Funds then remaining in the Certificate Account the lesser of (x) the Reimbursement Amount then owed to the Certificate Insurer and (y) the Maximum Certificate Insurer Current Reimbursement Amount with respect to such Payment Date;
(v) Fifth, for the payment of the Class A Certificate principal, to the extent of the Available Funds then remainingremaining in the Certificate Account, to the Owners of the Class A Certificates, an amount necessary to reduce the Class A Certificate Principal Balance to the Class A Optimal Balance for such Payment Date;
(vi) Sixth, for the payment of Class B Certificate principal, to the extent of the Available Funds then remaining in the Certificate Account to the Owners of the Class B Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Class B Certificate Principal Balances thereof Balance of the Class B Certificates to their respective Planned Principal Balances the Class B Optimal Balance for such Payment Date;
(vii) Seventh, (III) sequentiallyto fund the Interest Carry Forward Amount, if any, with respect to the Class B Certificates, to the extent of the Available Funds then remaining in the Certificate Account, to the Owners of the Class A-9 and B Certificates an amount equal to the Interest Carry Forward Amount for such Class A-10 B Certificates;
(in the case of the Class A-10 Certificateviii) Eighth, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which fund the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuingRealized Loss Amortization Amount, any amounts of principal payable to the Owners of the Class A Trust Certificates on if any, for such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zeroDate, 100% of the Principal Distribution Amount shall be distributed to for the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each for such Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and Date; to the extent of the Principal Distribution Amount (together, Available Funds then remaining in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentiallyAccount, to the Owners of the Class A-9 and Class A-10 B Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced an amount equal to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and
(C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved];
(f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if any;
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates);
(3) to pay the Extra Principal Distribution Amount for such Payment Date;
(4) to pay the Class B Interest Carry Forward Amount, if any;
(5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; andClass B Certificates;
(6ix) as provided Ninth, the remaining amount, if any, on deposit in Section 7.03(h) hereof.
(g) [reserved]the Certificate Account is the "Monthly Excess Cashflow Amount", which shall be applied in the following order of priority:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1a) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;Advances and any other costs and expenses incurred by the Trust; and
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4b) to fund a distribution to the Owners of the Residual Class R Certificates, the remainder.
(c) [Reserved].
(d) [Reserved].
(e) [Reserved].
(f) [Reserved].
(g) [Reserved].
(h) [Reserved].
(i) [reserved];On each Payment Date, if the Class B Certificate Principal Balance has not been reduced to zero, the Trustee shall allocate the excess of the Aggregate Certificate Principal Balance over the Pool Balance to reduce such Class B Certificate Principal Balance, but not below zero.
(j) [reservedReserved];.
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs paragraph (d)(i) and (d)(iib) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys monies received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Pass-Through Rate for such Class from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount Current Interest and or, Class A Overcollateralization Deficit for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in this Section 7.03(d)7.03. Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(27.03(b)(v) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Class R Certificates to receive distributions in respect of Residual Class R Certificates, and all ownership interests of the Owners of the Residual Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Class A and Class B Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Class R Certificates shall not be required to refund any amount properly distributed on the Residual Class R Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Flow of Funds. (a) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Distribution Account, and shall distribute, the Total Distribution Amount (net of the Trustee Fee, the Custodian Fee, any Retained Interest and the Pool PMI Insurance Premiums (and related amounts, which will generally not exceed 0.01% of the monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such amount to the Certificate AccountInterests issued in respect of REMIC 1, without duplicationREMIC 2, upon receiptREMIC 3, any Insured Payments, REMIC 4 and REMIC 5 as set forth in the proceeds of any liquidation of the assets of the Trust, all remittances made Preliminary Statement to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicerthis Agreement.
(b) On each Payment Distribution Date, the Trustee shall make the following disbursements from distribute the Interest Remittance Amount for such date in the following order of priority:
(including i) to the interest component Class F Certificates, the Class F Distribution Amount for such Distribution Date;
(ii) to the Class A-IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(iii) concurrently, pro rata, to (a) the Class A1 Certificates and (b) as a group, the Class A2 Certificates, distributed sequentially to the Class A2A and Class A2B Certificates, in that order, Current Interest and any Carryforward Interest for such Classes and such Distribution Date;
(iv) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(v) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class B Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and
(ix) for application as part of Excess Cashflow for such Distribution Date, as provided in subsection (d) of this Section, any Insured Payments Interest Remittance Amount remaining after application pursuant to clauses (i) through (viii) above.
(c) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount in the following order of priority:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is available only for in effect, until the payment aggregate Class Principal Balance of the amount described in Second below)LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(iA) First, concurrently, to the Class A1, Class A2A and Class A2B Certificates, pro rata, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero;
(aB) to the TrusteeClass M-1 Certificates, in reduction of their Class Principal Balance, until the Trustee Fee, Class Principal Balance of such Class has been reduced to zero;
(bC) to the Certificate InsurerClass M-2 Certificates, in reduction of their Class Principal Balance, until the Premium Amount and Class Principal Balance of such Class has been reduced to zero;
(cD) to the Auction AgentClass M-3 Certificates, in reduction of their Class Principal Balance, until the Auction Agent FeeClass Principal Balance of such Class has been reduced to zero;
(iiE) Second, to the Owners Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each Principal Balance of such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient has been reduced to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amountzero;
(iiiF) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the in reduction of their Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero; and
(G) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d); and
(ii) for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) concurrently, to the Class A1, Class A2A, Class A2B, Class M-1, Class M-2, Class M-3, Class M-4 and Class B Certificates, pro rata, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; and
(B) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d).
(d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of Available Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) to the Reserve Fund, the amount of any Class F Shortfall or Unpaid Class F Shortfall, and then such amounts from the Reserve Fund to the Class F Certificates;
(B) concurrently, to the Class A1, Class A2A and Class A2B Certificates, pro rata, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero;
(C) Thirdto the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(D) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(E) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(F) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero; and
(G) to the Class B Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such class has been reduced to zero;
(ii) to the extent of Available Excess Interest for such Distribution Date, for each Distribution Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, until (after giving effect to distributions of principal made pursuant to Section 6.05(c) hereof for such date) the aggregate Class Principal Balance of the LIBOR Certificates equals the Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(A) to the Reserve Fund, the amount of any Class F Shortfall or Unpaid Class F Shortfall, and then such amounts from the Reserve Fund to the Class F Certificates; and
(B) concurrently, to the Class A1, Class A2A, Class A2B, Class M-1, Class M-2, Class M-3, Class M-4 and Class B Certificates, in proportion to their respective Class Principal Balances, in reduction thereof, until the Class Principal Balance of each such Class has been reduced to zero;
(iii) to the extent of any amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Carryforward Interest remaining unpaid, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any portion such unpaid Carryforward Interest for such Class for such date;
(iv) to the extent of Available Excess Interest for such Distribution Date and any remaining amounts received in respect of the Principal Remittance Amount Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Basis Risk Payment, and then from the Reserve Fund to the LIBOR Certificates in order of priority of distribution of interest, any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class for such date;
(v) to the extent of any remaining after making all amounts received in respect of the distributions Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Loss Amount for such Distribution Date, and then from the Reserve Fund to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of this Section 6.05(d);
(vi) to the extent of Available Excess Interest for such Distribution Date and any remaining amounts received in respect of the Cap Agreement for such Distribution Date, to the Reserve Fund, the amount of any Deferred Principal Amount, and then from the Reserve Fund to the Subordinate Certificates, in order of seniority, any Deferred Principal Amount for such Class for such date;
(vii) on the Distribution Date in August 2011, $100.00 to the Class P Certificate in reduction of its Class Principal Balance;
(viii) to pay any up-front fee payable to any substitute Cap Provider as provided in Section 6.13(d);
(ix) to the Class X Certificates, the sum of (A) any amounts remaining in the Reserve Fund after taking into account distributions pursuant to clauses (i) through (viii) above, in excess of the Reserve Fund Requirement for such Distribution Date, and (B) above shall be distributed as provided in subsection any amounts payable under the Cap Agreement and distributable to the Class X Certificates under Section 6.12(b);
(fx) of this to the Class X Certificates, the Class X Distributable Amount for such Distribution Date and any amount distributable to the Class X Certificates pursuant to Section 7.036.11(b); and
(xi) to the Residual Certificate, any remaining amount.
(e) [reserved];On each Distribution Date, the Trustee shall distribute from amounts remaining in the Reserve Fund after application pursuant to Section 6.05(d) the amount of any Loss Amount not distributed pursuant to Section 6.05(d)(v), to the LIBOR Certificates, in reduction of their respective Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of Section 6.05(d).
(f) On any Payment each Distribution Date, the Monthly Excess Cashflow Trustee shall distribute the Class P Distribution Amount for such date to the Class P Certificates.
(g) On the Termination Date, the Trustee shall distribute to each Class of Certificates the amounts set forth in Section 10.02 hereof as follows:
(i) The Trustee shall distribute the Class A-IO Termination Amount to the Class A-IO Certificates if the Trust Fund is required terminated pursuant to be applied Section 10.02(a) or (b);
(ii) The Trustee shall distribute the amount of the Minimum Bid Price or the Termination Price, as applicable, allocable to interest in the following order of priority on such Payment Datepriority:
(1A) to pay the Class A Interest Carry Forward F Certificates, the Class F Distribution Amount from prior periods, if anyfor the Termination Date;
(2B) to pay the Certificate Insurer Class A-IO Certificates, any Reimbursement accrued and unpaid interest on the outstanding Class Notional Amount for such Payment Date thereof;
(provided that any amount paid in respect of C) concurrently, pro rata, to (a) the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been Class A1 Certificates and (b) as a group, the Class A2 Certificates, distributed sequentially to the Owners of Class A2A and Class A2B Certificates, in that order, any accrued and unpaid interest on the respective outstanding Class Principal Amounts thereof;
(D) to the Class R M-1 Certificates, any accrued and unpaid interest on the outstanding Class Principal Amount thereof;
(E) to the Class M-2 Certificates, any accrued and unpaid interest on the outstanding Class Principal Amount thereof;
(F) to the Class M-3 Certificates, any accrued and unpaid interest on the outstanding Class Principal Amount thereof;
(G) to the Class M-4 Certificates, any accrued and unpaid interest on the outstanding Class Principal Amount thereof;
(H) to the Class B Certificates, any accrued and unpaid interest on the outstanding Class Principal Amount thereof; and
(I) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(d);
(3iii) The Trustee shall distribute the amount of the Minimum Bid Price or the Termination Price, as applicable, allocable to pay principal in the Extra following order of priority:
(A) concurrently, pro rata, to (a) the Class A1 Certificates and (b) as a group, the Class A2 Certificates, distributed sequentially to the Class A2A and Class A2B Certificates, in that order, until the Class Principal Distribution Amount Balance for each such Payment DateClass has been reduced to zero;
(4B) to pay the Class M-1 Certificates, until the Class Principal Balance for such Class has been reduced to zero;
(C) to the Class M-2 Certificates, until the Class Principal Balance for such Class has been reduced to zero;
(D) to the Class M-3 Certificates, until the Class Principal Balance for such Class has been reduced to zero;
(E) to the Class M-4 Certificates, until the Class Principal Balance for such Class has been reduced to zero;
(F) to the Class B Interest Carry Forward AmountCertificates, if any;
(5) to pay until the Class B Realized Loss Amortization Amount Principal Balance for such Payment DateClass has been reduced to zero; and
(6G) any remaining amount, for application as provided in Section 7.03(h) hereof.
(g) [reserved]:
(h) On any Payment Date, any Monthly part of Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.036.05(d).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bayview Financial Sec Co LLC Mort Pas THR Certs Ser 2004 C)
Flow of Funds. (a) The Trustee shall deposit to On the Certificate Account, without duplication, upon receipt, any Insured Payments, the proceeds of any liquidation of the assets of the Trust, all remittances made to the Trustee pursuant to Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicer.
(b) On each Payment Date, the Trustee shall (based solely on information contained in the Servicer's Certificate delivered on the related Determination Date as specified in Section 3.05 hereof) will be required to make the following disbursements payments from the Interest Remittance Amount Available Funds (including amounts transferred from the interest component of any Insured Payments which is available only for Reserve Account and/or the payment of Residual Account on such Payment Date) then on deposit in the amount described in Second below)Collection Account, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) Firstfrom the Available Funds, concurrently, (a) to the TrusteeServicer, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Feeany Nonrecoverable Advances;
(ii) Second, from the Available Funds then remaining in the Collection Account to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates)Servicer, the related Class A Current Interest plus Servicing Fee then due, together with the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward AmountAncillary Servicing Income;
(iii) Thirdfrom the Available Funds then remaining in the Collection Account, to the extent of Class A Noteholders, the Class A Note Interest Amount for the related Interest Accrual Period, pro rata based on interest due with respect to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes;
(iv) from the Available Funds then remainingremaining in the Collection Account, to the Owners of the Class B CertificatesNoteholders, the Class B Current Interest; and
(iv) Fourth, Note Interest for the Monthly Excess related Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved]Accrual Period;
(dv) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) Available Funds then remaining in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution AmountCollection Account, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of until the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principalA-1 Noteholders, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of Payment Amount; when the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate A-1 Principal Balance has been reduced to zero, then until the Class A-2 Principal Balance has been reduced to zero, to the Class A-2 Noteholders, the Class A Principal Payment Amount; and
(C) Thirdafter the Class A-1 Principal Balance and the Class A-2 Principal Balance have been reduced to zero, any portion of then until the Class A-3 Principal Remittance Amount remaining after making all of Balance has been reduced to zero, the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03.
(e) [reserved]Class A-3 Noteholders, the Class A Principal Payment Amount;
(fvi) On any Payment Dateuntil the Class B Principal Balance has been reduced to zero, to the Class B Noteholders, from the Available Funds then remaining in the Collection Account, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Class B Principal Payment Date:
(1) to pay the Class A Interest Carry Forward Amount from prior periods, if anyAmount;
(2vii) if on such date the Class B Floor is greater than the Class B Target Investor Principal Amount, an amount equal to pay the Certificate Insurer any Reimbursement Amount Additional Principal for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust date shall be deemed for federal income tax purposes to have been distributed to the Owners of extent thereof, shall be paid sequentially to the Class R Certificates)A-2 Noteholders, Class A-3 Noteholders and Class B Noteholders, in that order, until the principal amount of such Class has been reduced to zero;
(3viii) from the Available Funds then remaining in the Collection Account, to pay the Extra Principal Distribution Reserve Account, the amount needed to increase the amount on deposit in the Reserve Account to the Required Reserve Amount for such Payment Date;
(4ix) upon the occurrence and continuance of a Residual Event, the lesser of (A) the remaining Available Funds and (B) the aggregate amount of Residual Receipts originally included in Available Funds for such Payment Date will be deposited to pay the Class B Interest Carry Forward Amount, if anyResidual Account;
(5x) to pay the Class B Realized Loss Amortization Trustee the amount due to the Trustee for fees and expenses including any conversion costs and then, if during the preceding Collection Period any Contract in the form of a loan is prepaid and the actual amount paid by the User to terminate such agreement is less than the Prepayment Amount for such Contract, the Servicer shall retain the difference between the Prepayment Amount and the actual amount paid by the User in the Collection Account and such amount so retained shall be included in Available Funds in the following Payment Date; and
(6) Date and then any remaining Available Funds to the Obligors, in the proportions set forth in the Servicer's Certificate delivered on the related Determination Date as provided specified in Section 7.03(h) 3.05 hereof, as the holders of the Obligors' Interest, any remaining Available Funds on deposit in the Collection Account.
(gb) [reserved]:All payments to Series 1999-1 Noteholders shall be made on each Payment Date to each Series 1999-1 Noteholder of record on the related Record Date by check, or, if requested in writing by such Series 1999-1 Noteholder, by wire transfer to the account designated in writing delivered to the Trustee on or prior to the related Determination Date, in immediately available funds, in amounts equal to such Series 1999-1 Noteholder's pro rata share of such payment.
(hc) On If funds are deposited into the Collection Account on any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall pursuant to subsection 3.02(c), such funds will be distributed as follows:
(1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances;
(2) used on that Payment Date to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3) [reserved];
(4) to fund a distribution to the Owners of the Residual Certificates, the remainderall Series 1999-1 Notes Outstanding.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates.
(l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account.
(m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.
(n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.
Appears in 1 contract
Sources: Master Facility Agreement (Advanta Business Services Corp)
Flow of Funds. (a) The On each Distribution Date (or with respect to payments to the Swap Counterparty, on the related Swap Payment Date), the Trustee shall deposit withdraw from the Certificate Distribution Account, to the Certificate Accountextent of funds on deposit therein, without duplicationthe Total Distribution Amount (net of the Trustee Fee, upon receiptthe Custodian Fee, any Insured PaymentsRetained Interest and the Pool PMI Insurance Premiums, the proceeds of if any liquidation (and related amounts, which will generally not exceed 0.01% of the assets of the Trust, all remittances made monthly premium)) and amounts that are available for payment to the Trustee pursuant Swap Counterparty, and shall allocate such amounts to the Interests issued in respect of each REMIC created hereby, as set forth in the Preliminary Statement to this Agreement, and shall distribute such amounts as specified in this Section. All allocations and distributions made between and with respect to Pool 1 and Pool 2 in this Section 8.08(d)(ii) and the Monthly Remittance Amount remitted by the Servicershall be made concurrently.
(b) On each Distribution Date (or, with respect to clause (i) below, the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority:
(i) for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Section 6.05(c)(i);
(ii) to the A-IO(1) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(b)(iv), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Trustee, the Pool 1 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xiii) for application as part of Pool 1 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (xii) above.
(c) On each Distribution Date (or with respect to clause (i) below, the related Swap Payment Date), the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority:
(i) for deposit into the Supplemental Interest Trust Account, the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Interest Remittance Amount for Pool 2 for such Distribution Date;
(ii) to the A-IO(2) Component, Current Interest and any Carryforward Interest for such Component and such Distribution Date;
(iii) concurrently, to the Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iii), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(iv) concurrently, to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in each case in proportion to the amounts distributable under this Section 6.05(c)(iv), Current Interest and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(x) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date;
(xii) to the Trustee, the Pool 2 allocable portion (based on the applicable Pool Percentage) of any amounts reimbursable pursuant to this Agreement and not previously reimbursed to the Trustee due to application of the limitations on amounts reimbursable in any Anniversary Year; and
(xiii) for application as part of Pool 2 Excess Interest for such Distribution Date, as provided in subsection (e) of this Section, any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (xii) above.
(d) On each Distribution Date (or with respect to clauses (i)(A)(1), (i)(B)(1), (ii)(A) and (ii)(B) below, the related Swap Payment Date), the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool as follows:
(i) for each Distribution Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date and for which a Trigger Event is in effect, the Trustee shall make the following disbursements from distributions, concurrently:
(A) For Pool 1: Until the Interest Remittance Amount (including the interest component of any Insured Payments which is available only for the payment aggregate Class Principal Balance of the amount described in Second below)Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i1) Firstfor deposit into the Supplemental Interest Trust Account, concurrentlyan amount equal to the lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Principal Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or 6.05(d)(i)(B)(1);
(2) to the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, in the following order of priority:
(a) to the Trustee, the Trustee Fee, (b) to the Certificate Insurer, the Premium Amount and (c) to the Auction Agent, the Auction Agent Fee;
(ii) Second, to the Owners of the Class A Trust Certificates (including the Class A-11 IO Certificates), the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Trust Certificates without any priority among such Class A Trust Certificates; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Trust Certificates, such amount will be distributed among the outstanding Classes of Class A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount;
(iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B 1-A5 Certificates, the Class B Current Interest; and
(iv) Fourth, the Monthly Excess Interest 1-A5 Priority Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.
(c) [reserved];
(d) On each Payment for such Distribution Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component in reduction of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred:
(i) On each Payment Date before the Stepdown Date the Owners of the their Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero.
(ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows:
(A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority;
(B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B CertificatesBalance, until the Class B Certificate Principal Balance of such Class has been reduced to zero; and
(Cb) Thirdto the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, sequentially in that order, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero;
(3) to the Group 2 Certificates, in accordance with the Senior Priority for Group 2, until the Class Principal Balance of each Class of Group 2 Certificates has been reduced to zero;
(4) to the Class M-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(5) to the Class M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(6) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(7) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(8) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(9) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(10) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(11) any portion remaining amount, for application as part of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and Excess Cashflow pursuant to Section 6.05(e);
(B) above shall be distributed as provided in subsection (f) For Pool 2: Until the aggregate Class Principal Balances of this Section 7.03.
(e) [reserved];
(f) On any Payment the Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Datepriority:
(1) for deposit into the Supplemental Interest Trust Account, an amount equal to pay the Class A Interest Carry Forward lesser of (A) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (B) the Principal Remittance Amount from prior periodsfor Pool 2 for such Distribution Date, if anyto the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i);
(2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, concurrently, as follows:
(provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed a) 50% to the Owners Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, sequentially in that order, in reduction of their respective Class Principal Balances, until the Class R Principal Balance of each such Class has been reduced to zero; and
(b) 50% to the Class 2-A4 Certificates), in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(3) to pay the Extra Group 1 Certificates, in accordance with the Senior Priority for Group 1, until the Class Principal Distribution Amount for such Payment DateBalance of each Class of Group 1 Certificates has been reduced to zero;
(4) to pay the Class B Interest Carry Forward AmountM-1 Certificates, if anyin reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(5) to pay the Class B Realized Loss Amortization Amount for M-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Payment DateClass has been reduced to zero;
(6) to the Class M-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(7) to the Class M-4 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(8) to the Class B-1 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(9) to the Class B-2 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero;
(10) to the Class B-3 Certificates, in reduction of their Class Principal Balance, until the Class Principal Balance of such Class has been reduced to zero; and
(611) any remaining amount, for application as provided in part of Excess Cashflow pursuant to Section 7.03(h) hereof.6.05(e); and
(gii) [reserved]:
(h) On any Payment Date, any Monthly Excess Cashflow Amount remaining for each Distribution Date occurring on or after the application of Section 7.03(f)(1)-(6) shall be distributed Stepdown Date and for which a Trigger Event is not in effect, as follows:
(A) for Pool 2, for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (1) the amount of any Net Swap Payment or Swap Termination Payment (to the Servicer extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (2) the Principal Remittance Amount for Pool 2 for such Distribution Date, to the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i);
(B) for Pool 1, for deposit into the Supplemental Interest Trust Account, an amount equal to the lesser of (1) the amount of any Net Swap Payment or Swap Termination Payment (to the extent not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty and (2) the Principal Remittance Amount for Pool 1 for such Distribution Date, to the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or 6.05(d)(ii)(A);
(C) concurrently, to the Group 1 Certificates, as a group, the Group 2 Certificates, as a group, and the Subordinate Certificates, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that distributions between the Group 1 Certificates and the Group 2 Certificates shall be allocated on the basis of the Group 1 Senior Principal Distribution Percentage and the Group 2 Senior Principal Distribution Percentage, respectively, and shall be made in accordance with the related Senior Priority; and
(D) any remaining amount, for application as part of Excess Cashflow pursuant to Section 6.05(e).
(e) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority:
(i) to the extent of any unreimbursed Delinquency Advances Excess Interest for such Distribution Date, for each Distribution Date occurring (a) before the Stepdown Date or Servicing Advances;
(2b) on or after the Stepdown Date and for which a Trigger Event is in effect, until (after giving effect to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee);
(3distributions of principal made pursuant to Section 6.05(e) [reserved];
(4hereof for such Distribution Date) to fund a distribution to the Owners of the Residual Certificates, the remainder.
(i) [reserved];
(j) [reserved];
(k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Class Principal Balance of the related Certificates.Group 1 Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Distribution Date, in the following order of priority:
(lA) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable concurrently, to the Certificate Insurer Group 1 Certificates, as Premium Amounts a group, and the Group 2 Certificates, as a group, in proportion to the respective Class Principal Balances of such Certificates, in reduction of their respective Class Principal Balances, until the Class Principal Balance of each such Class has been reduced to zero; provided that distributions between the Group 1 Certificates and the Group 2 Certificates shall be retained allocated on the basis of the Group 1 Senior Principal Distribution Percentage and the Group 2 Senior Principal Distribution Percentage, respectively, and shall be made in accordance with the Certificate Account.related Senior Priority;
(mB) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of to the Class A Trust M-1 Certificates, in reduction of their Class Principal Balance, until the Trustee shall deposit Class Principal Balance of such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above.Class has been reduced to zero;
(nC) Anything herein to the contrary notwithstandingClass M-2 Certificates, any payment with respect to principal in reduction of or interest on any of their Class Principal Balance, until the Class A Trust Certificates which is made with moneys received pursuant Principal Balance of such Class has been reduced to zero;
(D) to the terms Class M-3 Certificates, in reduction of their Class Principal Balance, until the Certificate Insurance Policy shall not be considered payment Class Principal Balance of such Certificates from Class has been reduced to zero;
(E) to the Trust and shall not result Class M-4 Certificates, in reduction of their Class Principal Balance, until the payment Class Principal Balance of or such Class has been reduced to zero;
(F) to the provision for Class B-1 Certificates, in reduction of their Class Principal Balance, until the payment Class Principal Balance of such Class has been reduced to zero;
(G) to the principal Class B-2 Certificates, in reduction of or interest on their Class Principal Balance, until the Class Principal Balance of such Certificates within Class has been reduced to zero; and
(H) to the meaning Class B-3 Certificates, in reduction of Section 7.03. The Depositortheir Class Principal Balance, until the Servicer and the Trustee acknowledge, and each Owner by its acceptance Class Principal Balance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar such Class has been reduced to zero;
(aii) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount Excess Interest for such Payment Distribution Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of , for each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.Distribution
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Sources: Pooling and Servicing Agreement (Bayview Financial Mortgage Pass-Through Trust 2006-D)