Common use of ADDITIONAL PLEDGE OF DISTRIBUTIONS; ETC Clause in Contracts

ADDITIONAL PLEDGE OF DISTRIBUTIONS; ETC. (a) In order to provide for prompt payment to the Certificateholders and the Servicer, in accordance with Section 5.06(c) of the Pooling and Servicing Agreement, and to assure availability of the amounts maintained in the Subordination Spread Accounts, subject to the limitations set forth below, and solely for the purpose of providing for payment of the Class A Distributable Amount and the Class B Distributable Amount provided for in Section 5.06 of the Pooling and Servicing Agreement and this Section 5, the Seller, on behalf of itself and its successors and assigns, hereby conveys and transfers to the Custodian and its successors and assigns (A) for the benefit of the Class A Certificateholders, (x) all of its right, title and interest in and to the Class A Subordination Spread Account, and all proceeds of the foregoing, including, without limitation, all amounts and investments held from time to time in the Class A Subordination Spread Account (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities or otherwise); and (y) the Subordination Initial Deposit and all proceeds thereof and (B) for the benefit of the Class B Certificateholders, (x) all of its right, title and interest in and to the Class B Subordination Spread Account and all proceeds of the foregoing, including, without limitation, all amounts and investments held from time to time in the Class B Subordination Spread Account (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities or otherwise); and (y) the Class B Specified Subordination Spread Account Balance, as the same may be adjusted from time to time in accordance with the terms of the Pooling and Servicing Agreement, and all proceeds, thereof (all of the foregoing described in clauses (A) and (B), subject to the limitations set forth below, the "Subordination Spread Account Property"), to have and to hold all the aforesaid property, rights and privileges in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section 5, and grants to the Custodian for the benefit of the Certificateholders a first priority security interest in the Subordination Spread Account Property and any and all proceeds thereof. The Custodian hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Subordination Spread Account Property in accordance with the terms and provisions of this Section 5.