Trust Fund Waiver Reference is made to the final prospectus of the Company dated October 24, 2013 (File No. 333-191195) (the “Prospectus”). The Purchaser warrants and represents that it has read the Prospectus and understands that Company has established the Trust Fund containing the proceeds of the IPO initially in the amount of at least Seventy-Two Million Seven Hundred Ninety-Five Thousand Dollars ($72,795,000) for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO) and that the Company may disburse monies from the Trust Fund, including any proceeds therefrom, only as provided in the Prospectus. For and in consideration of the Company agreeing to enter into this Agreement, the Purchaser agrees that, notwithstanding any provisions contained in this Agreement, the Purchaser does not now have, and shall not at any time prior to the Closing have, any claim to, or make any claim against, the Trust Fund, any asset contained therein or any Additional Person, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between STG or any of its Subsidiaries, on the one hand, and the Company, on the other hand, this Agreement or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. The Purchaser (for itself and on behalf of its Affiliates and direct and indirect subsidiaries and stockholders, and its and their respective successors and assigns, and any Person claiming by or through the Purchaser) hereby irrevocably waives any and all rights, titles, interests and claims of any kind that the Purchaser may have, now or in the future (in each case, however, prior to the consummation of a business combination), and shall not take any action or suit, make any claim or demand or seek recovery of any Liability or recourse against, the Trust Fund or any Additional Person for any reason whatsoever in respect thereof. The Purchaser agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter into this Agreement. The Purchaser further intends and understands such waiver to be valid, binding and enforceable under applicable Law. To the extent that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, monetary relief against the Company or any Additional Person, the Purchaser hereby acknowledges and agrees that the Purchaser’s sole remedy shall be against the Company’s funds held outside of the Trust Fund and that such claim shall not permit the Purchaser (or any party claiming on the Purchaser’s behalf or in lieu of the Purchaser) to have any claim against any Additional Person or the Trust Fund or any amounts contained therein. In the event that the Purchaser commences any action or Proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or any Additional Person, which Proceeding seeks, in whole or in part, relief against the Trust Fund, the Company’s public stockholders or any Additional Person, whether in the form of money damages or injunctive relief, the Company shall be entitled to recover from the Purchaser the associated legal fees and costs in connection with any such action, in the event the Company prevails in such action or Proceeding.
Distributions from Certificate Account and Special Payments Account (a) On each Regular Distribution Date with respect to a series of Certificates or as soon thereafter as the Trustee has confirmed receipt of the payment of all or any part of the Scheduled Payments due on the Equipment Notes held (subject to the Intercreditor Agreement) in the related Trust on such date, the Trustee shall distribute out of the applicable Certificate Account the entire amount deposited therein pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record of such series on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such Certificateholder’s pro rata share (based on the Fractional Undivided Interest in the Trust held by such Certificateholder) of the total amount in the applicable Certificate Account, except that, with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds to the account designated by such Clearing Agency (or such nominee).
Capitalized Interest Account On the Closing Date, the Issuer shall deposit the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account.
Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.
Certificate Account and Special Payments Account (a) The Trustee shall establish and maintain on behalf of the Certificateholders a Certificate Account as one or more non-interest-bearing accounts. The Trustee shall hold the Certificate Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Agreement. On each day when a Scheduled Payment is made to the Trustee under the Intercreditor Agreement, the Trustee upon receipt thereof shall immediately deposit the aggregate amount of such Scheduled Payment in the Certificate Account.
Depositor Payment Obligation The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred under the Administration Agreement.
Payment of Fund Monies Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:
Subordinate Certificate Loss Coverage; Limited Guaranty (a) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Sub-Servicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Sub-Servicer Advances previously made, (which will not be Advances or Sub-Servicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a).
Guaranteed Bonus During the Term, in addition to the Base Salary, the Employee shall receive a guaranteed bonus of Forty Thousand Dollars, ($40,000) per year (the “Guaranteed Bonus”), which shall be paid no less frequently than yearly and procedures, less such deductions or offsets required by applicable law, rule or regulation or otherwise authorized by Employee.
Pre-Funding Account On the Closing Date, the Depositor shall deposit in the Pre-Funding Account $0.00 (the “Pre-Funding Account Initial Deposit”) from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, if any, upon satisfaction of the conditions set forth in Section 2.03(b) with respect to such transfer, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (i) an amount equal to [RESERVED]% of the result of the aggregate Starting Principal Balance of the Subsequent Receivables transferred to the Trust on such Subsequent Transfer Date less the Yield Supplement Overcollateralization Amount with respect to such Subsequent Receivables as of the related Cutoff Date and (ii), on behalf of the Depositor, deposit into the Reserve Account a portion of such funds equal to the Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute the remainder to or upon the order of the Depositor as payment for such Subsequent Receivables. If the Pre-Funded Amount has not been reduced to zero on the Payment Date immediately following the calendar month in which the Funding Period, if any, ends, the Servicer shall instruct the Indenture Trustee to transfer from the Pre-Funding Account on such Payment Date any amount then remaining in the Pre-Funding Account to the Note Distribution Account for distribution in accordance with Section 8.02(g) of the Indenture.
