Common use of Note Distribution Account Clause in Contracts

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer's Certificate) the Indenture Trustee will distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts: - From amounts transferred pursuant to Section 5.7(b)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account will be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes. - From amounts transferred pursuant to Section 5.7(b)(iv), (v), (vii) and (xi), in the following order of priority: (1) to the holders of the Class A-1 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-1 Notes has been reduced to zero; (2) to the holders of the Class A-2 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-2 Notes and Class A-2 Notes has been reduced to zero; (3) to the holders of the Class A-3 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-3 Notes has been reduced to zero; and (4) to the holders of the Class A-4 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-4 Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(b)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the Class A-1 Notes until the Class A-1 Notes have been paid in full, second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at www.jpmorgan.com/absmbs, which posting will be accessible to each Note▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇er, the statement provided to the Indenture Trustee by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization will not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder will be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder has provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such Holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee will not be liable for any interest thereon.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Triad Automobile Receivables Trust 2002 A)

Note Distribution Account. (a) On each Distribution Payment Date (based solely on the information contained in the Servicer's Certificate) the Indenture Trustee will distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Class A Notes to the extent of amounts due and unpaid on the Class A Notes for principal and interest in the following amounts: - : (i) From amounts transferred pursuant to Section 5.7(b)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account will be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes. - . (ii) From amounts transferred pursuant to Section 5.7(b)(iv), (v), (vii) and (xi5.7(b)(v), in the following order of priority: (1) to the holders of the Class A-1 Notes, the total amount paid out on each Distribution Payment Date until the outstanding principal balance of the Class A-1 Notes has been reduced to zero; (2) to the holders of the Class A-2 Notes, the total amount paid out on each Distribution Payment Date until the outstanding principal balance of the Class A-2 Notes and Class A-2 Notes has been reduced to zero;; and (3) to the holders of the Class A-3 Notes, the total amount paid out on each Distribution Payment Date until the outstanding principal balance of the Class A-3 Notes has been reduced to zero; and (4) to the holders of the Class A-4 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-4 Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(b)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Class A Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Class A Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indentureabove, first to the Class A-1 Notes until the Class A-1 Notes have been paid in full, and second to the other Classes of Class A A-2 Notes and Class A-3 Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On the Mandatory Redemption Date, the Indenture Trustee shall, based on the information set forth in the related Servicer's Certificate, withdraw any remaining funds on deposit in the Pre-Funding Account (other than Investment Earnings) and pay as a payment of principal an amount equal to the amount of such funds to each Distribution Class of Notes on a pro rata basis (based on the original Outstanding Amount of each Class of Class A Notes as a fraction of the original Outstanding Amount of all Classes of Class A Notes); provided that if the pro rata portion of such amount payable to any Class of Notes exceeds the aggregate Outstanding Amount of such Class of Class A Notes, such excess shall be distributed to each other Class of Class A Notes on a pro rata basis; and provided further that if the aggregate amount of such funds is less than or equal to $100,000, the Indenture Trustee shall pay an amount equal to the amount of such funds to the Holders of the Class A Notes in sequential order of priority beginning with the Class A-1 Notes. (c) On each Payment Date, the Indenture Trustee will post on its website at www.jpmorgan.com/absmbs, which posting will be accessible to each Note▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇er, the statement provided to the Indenture Trustee by the Servicer pursuant to Section 5.10 5.9 hereof on such Distribution Payment Date. (cd) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization will not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder will be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (de) Distributions required to be made to Noteholders on any Distribution Payment Date will be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder has provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Payment Date and such Holder's Class A Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such Holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Payment Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (ef) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee will not be liable for any interest thereon.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Bond Securitization LLC)

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer's Certificate) the Indenture Trustee will distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts: - From amounts transferred pursuant to Section 5.7(b)(iii5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account will be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes. - From amounts transferred pursuant to Section 5.7(b)(iv5.7(a)(iv), (v), (vii) viii), and (xi), in the following order of priority: (1) to the holders of the Class A-1 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-1 Notes has been reduced to zero; (2) to the holders of the Class A-2 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-2 Notes and Class A-2 Notes has been reduced to zero; (3) to the holders of the Class A-3 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-3 Notes has been reduced to zero; and (4) to the holders of the Class A-4 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-4 Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(b)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the Class A-1 Notes until the Class A-1 Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at www.jpmorgan.com/absmbs▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇, which posting will be accessible to each Note▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇erNoteholder and to the Insurer, the statement provided to the Indenture Trustee by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder will be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the preceding related Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder has provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such Holder appearing Noteholder, as provided in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee will not be liable for any interest thereon.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Triad Automobile Receivables Trust 2005-A)

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer's Certificate) the Indenture Trustee will distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts: - From amounts transferred pursuant to Section 5.7(b)(iii5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account will be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes. - From amounts transferred pursuant to Section 5.7(b)(iv5.7(a)(iv), (v), (vii) viii), and (xi), in the following order of priority: (1) to the holders of the Class A-1 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-1 Notes has been reduced to zero; (2) to the holders of the Class A-2 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-2 Notes and Class A-2 Notes has been reduced to zero; (3) to the holders of the Class A-3 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-3 Notes has been reduced to zero; and (4) to the holders of the Class A-4 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-4 Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(b)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. ; provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the Class A-1 Notes until the Class A-1 Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at www.jpmorgan.com/absmbshttp://www.sf.citidirect.com., which posting will be accessible to each Note▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ere Insurer, the statement provided to the Indenture Trustee by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder will be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the preceding related Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder has provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such Holder appearing Noteholder, as provided in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee will not be liable for any interest thereon.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Triad Automobile Receivables Trust 2006-B)

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer's Certificate) the Indenture Trustee will distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts: - From amounts transferred pursuant to Section 5.7(b)(iii5.7(a)(iii), accrued and unpaid interest on the Class A Notes; provided that if such amount is insufficient to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account will be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes. - From amounts transferred pursuant to Section 5.7(b)(iv5.7(a)(iv), (v), (vii) viii), and (xi), in the following order of priority: (1) to the holders of the Class A-1 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-1 Notes has been reduced to zero; (2) to the holders of the Class A-2 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-2 Notes and Class A-2 Notes has been reduced to zero; (3) to the holders of the Class A-3 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-3 Notes has been reduced to zero; and (4) to the holders of the Class A-4 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-4 Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(b)(ix) and (xv), to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. ; provided, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the Class A-1 Notes until the Class A-1 Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at www.jpmorgan.com/absmbswww.jpmorgan.com/sfr, which posting will be accessible to each NoteN▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇erInsurer, the statement provided to the Indenture Trustee by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Noteholder, such tax will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder will be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the preceding related Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder has provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such Holder appearing Noteholder, as provided in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee will not be liable for any interest thereon.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Triad Financial Special Purpose LLC)

Note Distribution Account. (a) On each Distribution Date (based solely on the information contained in the Servicer's ’s Certificate) the Indenture Trustee will distribute all amounts on deposit in the Note Distribution Account to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest in the following amounts: - From amounts transferred pursuant to Section 5.7(b)(iii5.7(a)(iv), accrued and unpaid interest on the Class A Notes; provided provided, however, that if such amount is insufficient to pay the entire amount of accrued and unpaid interest then due on each Class of Class A Notes, the amount in the Note Distribution Account will be applied to the payment of such interest on each Class of Class A Notes pro rata on the basis of the amount of accrued and unpaid interest due on each Class of Class A Notes. - From amounts transferred pursuant to Section 5.7(b)(iv5.7(a)(v), (vvi), (vii) ix), and (xixii), in the following order of priority: (1) to the holders of the Class A-1 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-1 Notes has been reduced to zero; (2) to the holders of the Class A-2 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-2 Notes and Class A-2 Notes has been reduced to zero; (3) to the holders of the Class A-3 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-3 Notes has been reduced to zero; and (4) to the holders of the Class A-4 Notes, the total amount paid out on each Distribution Date until the outstanding principal balance of the Class A-4 Notes is reduced to zero. - From amounts transferred pursuant to section 5.7(b)(ix) and (xv); provided, to the holders of the Class B Notes, until the outstanding principal balance of the Class B Notes is reduced to zero. providedhowever, that after the acceleration of the Notes following the occurrence of an Event of Default under the Indenture, payments of principal on the Notes will be made, instead of as provided above after payment of all amounts owing to the Indenture Trustee pursuant to Section 6.7 of the Indenture, first to the Class A-1 Notes until the Class A-1 Notes have been paid in full, and second to the other Classes of Class A Notes pro rata until they are paid in full, and third, to the Class B Notes. (b) On each Distribution Date, the Indenture Trustee will post on its website at www.jpmorgan.com/absmbsh▇▇▇://▇▇▇.▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇., which posting will be accessible to each Note▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇erNoteholder and to the Insurer, the statement provided to the Indenture Trustee by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. (c) In the event that any withholding tax is imposed on the Trust's ’s payment (or allocations of income) to a Noteholder, such tax will reduce the amount otherwise distributable to the Noteholder in accordance with this Section 5.8. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any withholding tax attributable to the Trust (but such authorization will not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder will be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.8(c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee will reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (d) Distributions required to be made to Noteholders on any Distribution Date will be made to each Noteholder of record on the preceding related Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder has provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder's Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such Holder appearing Noteholder, as provided in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 2.7 of the Indenture. (e) Subject to Section 5.1 and this Section 5.8, monies received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee will not be liable for any interest thereon.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Triad Financial Special Purpose LLC)