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. (b) The Custodian shall release to the Trustee by 5:00 p.m. on the day preceding each Distribution Date (for deposit in the Certificate Account on such Distribution Date), from funds available in the Subordination Spread Accounts, if any, the amount required to be paid from the Class A Subordination Spread Account and the Class B Subordination Spread Account pursuant to Section 5.06 of the Pooling and Servicing Agreement. (c) On each Distribution Date, if the amount of the respective Subordination Spread Accounts (after giving effect to all payments to be made from the Subordination Spread Accounts, in accordance with the Pooling and Servicing Agreement on such Distribution Date) is less than the Class A Specified Subordination Spread Account Balance or the Class B Specified Subordination Spread Account Balance, as the case may be, for such Distribution Date, the Trustee, after payment of any amounts required to be distributed to the Class A Certificateholders and the Servicer, shall withhold the Excess Amounts and the Recapture Amounts otherwise distributable to the Seller (in its individual capacity and as initial holder of the Class B Certificates), and not otherwise distributed to the Class A Certificateholders or the Servicer and shall deposit the Excess Amounts and the Recapture Amounts in the following order of priority: first, to the Class A Subordination Spread Account, until the amount on deposit therein equals the Class A Specified Subordination Spread Account Balance; second, from the Excess Amounts only, to the Class B Subordination Spread Account, until the amount on deposit therein equals the Class B Specified Subordination Spread Account Balance; and finally, to the Seller. If the amount of the Class A Subordination Spread Account (after taking into account any deposits and withdrawals therefrom on such Distribution Date in accordance with the Pooling and Servicing Agreement) is greater than the Class A Specified Subordination Spread Account Balance for such Distribution Date, the Custodian shall release and distribute the amount of such excess first, to the extent of any previously contributed and not yet recovered Recapture Amounts, to the holders of Class B Certificates, second to the Class B Subordination Spread Account until the amount on deposit therein equals the Class B Specified Subordination Spread Account Balance, and finally, to the Seller. Amounts properly distributed to the Seller or the Class B Certificateholders pursuant to this Section 5(c) shall be deemed released from the trust and security interest established by this Agreement, and the Seller and the Class B Certificateholders shall in no event thereafter be required to refund any such distributed amounts. (i) Amounts held in the Class A Subordination Spread Account shall be invested in the manner specified in Section 5.01 of the Pooling and Servicing Agreement in the same manner as amounts in the Collection Account and Certificate Account are invested; provided however, that (A) if permitted by the rating agencies then rating the Certificates, monies on deposit in the Class A Subordination Spread Account may be invested in obligations or securities that mature later than the Business Day immediately preceding the next Distribution Date, and (B) such investments shall be made in accordance with written instructions from the Seller rather than the Servicer. Prior to the rating, if any, of the Class B Certificates by the rating agencies, amounts held in the Class B Subordination Spread Account shall be invested in the discretion of the Seller upon its written instructions. From and after the time, if any, that the Class B Certificates are rated, amounts held in the Class B Subordination Spread Account shall be invested in obligations or securities permitted by the rating agencies then rating such Class B Certificates, in accordance with the written instructions of the Seller. Such investments shall not be sold or disposed of prior to their respective maturities. All investments in the Subordination Spread Accounts shall be made in the name of the Custodian or its nominee and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Custodian to the Seller in accordance with subparagraph (iv) below. (ii) With respect to the Class A Subordination Spread Account Property, the Seller, on behalf of itself and its successors and assigns, and the Custodian agree that: (A) Any Subordination Spread Account Property that is held in deposit accounts shall be held solely in the name of the Custodian at one or more depository institutions. Each such deposit account shall be subject to the exclusive custody and control of the Custodian, and the Custodian shall have sole signature authority with respect thereto; (B) Any Subordination Spread Account Property that constitutes Physical Property shall be delivered to the Custodian in accordance with paragraph (a) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be held, pending maturity or disposition, solely by the Custodian or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Custodian; (C) Any Subordination Spread Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be maintained by the Custodian, pending maturity or disposition, through continued book-entry registration of such Subordination Spread Account Property as described in such paragraph; and (D) Any Subordination Spread Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Custodian in accordance with paragraph (c) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be maintained by the Custodian, pending maturity or disposition, through continued registration of the Custodian's (or its nominee's) ownership of such security. Effective upon Delivery of any Subordination Spread Account Property in the form of physical property, book-entry securities or uncertificated securities, the Custodian shall be deemed to have purchased such Subordination Spread Account Property for value, in good faith, and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further action, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements) as may be determined to be necessary in order to perfect the interests created by this Section 5 and otherwise fully to effectuate the purposes, terms and conditions of this Agreement. The Seller shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Custodian's security interest; and (B) make the necessary filings of financing statements or amendments thereto within five (5) days after the occurrence of any of the following: (1) any change in its corporate name or any trade name; (2) any change in the location of its chief executive office or principal place of business; or

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. (b) The Custodian shall release to the Trustee by 5:00 p.m. on the day preceding each Distribution Date (for deposit in the Certificate Account on such Distribution Date), from funds available in the Subordination Spread Accounts, if any, the amount required to be paid from the Class A Subordination Spread Account and the Class B Subordination Spread Account pursuant to Section 5.06 of the Pooling and Servicing Agreement. (c) On each Distribution Date, if the amount of the respective Subordination Spread Accounts (after giving effect to all payments to be made from the Subordination Spread Accounts, in accordance with the Pooling and Servicing Agreement on such Distribution Date) is less than the Class A Specified Subordination Spread Account Balance or the Class B Specified Subordination Spread Account Balance, as the case may be, for such Distribution Date, the Trustee, after payment of any amounts required to be distributed to the Class A Certificateholders and the Servicer, shall withhold the Excess Amounts and the Recapture Amounts otherwise distributable to the Seller (in its individual capacity and as initial holder of the Class B Certificates), and not otherwise distributed to the Class A Certificateholders or the Servicer and shall deposit the Excess Amounts and the Recapture Amounts in the following order of priority: first, to the Class A Subordination Spread Account, until the amount on deposit therein equals the Class A Specified Subordination Spread Account Balance; second, from the Excess Amounts only, to the Class B Subordination Spread Account, until the amount on deposit therein equals the Class B Specified Subordination Spread Account Balance; and finally, to the Seller. If the amount of the Class A Subordination Spread Account (after taking into account any deposits and withdrawals therefrom on such Distribution Date in accordance with the Pooling and Servicing Agreement) is greater than the Class A Specified Subordination Spread Account Balance for such Distribution Date, the Custodian shall release and distribute the amount of such excess first, to the extent of any previously contributed and not yet recovered Recapture Amounts, to the holders of Class B Certificates, second to the Class B Subordination Spread Account until the amount on deposit therein equals the Class B Specified Subordination Spread Account Balance, and finally, to the Seller. Amounts properly distributed to the Seller or the Class B Certificateholders pursuant to this Section 5(c) shall be deemed released from the trust and security interest established by this Agreement, and the Seller and the Class B Certificateholders shall in no event thereafter be required to refund any such distributed amounts. (i) Amounts held in the Class A Subordination Spread Account shall be invested in the manner specified in Section 5.01 of the Pooling and Servicing Agreement in the same manner as amounts in the Collection Account and Certificate Account are invested; provided however, that (A) if permitted by the rating agencies then rating the Certificates, monies on deposit in the Class A Subordination Spread Account may be invested in obligations or securities that mature later than the Business Day immediately preceding the next Distribution Date, and (B) such investments shall be made in accordance with written instructions from the Seller rather than the Servicer. Prior to the rating, if any, of the Class B Certificates by the rating agencies, amounts held in the Class B Subordination Spread Account shall be invested in the discretion of the Seller upon its written instructions. From and after the time, if any, that the Class B Certificates are rated, amounts held in the Class B Subordination Spread Account shall be invested in obligations or securities permitted by the rating agencies then rating such Class B Certificates, in accordance with the written instructions of the Seller. Such investments shall not be sold or disposed of prior to their respective maturities. All investments in the Subordination Spread Accounts shall be made in the name of the Custodian or its nominee and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Custodian to the Seller in accordance with subparagraph (iv) below. (ii) With respect to the Class A Subordination Spread Account Property, the Seller, on behalf of itself and its successors and assigns, and the Custodian agree that: (A) Any Subordination Spread Account Property that is held in deposit accounts shall be held solely in the name of the Custodian at one or more depository institutions. Each such deposit account shall be subject to the exclusive custody and control of the Custodian, and the Custodian shall have sole signature authority with respect thereto; (B) Any Subordination Spread Account Property that constitutes Physical Property physical property shall be delivered to the Custodian in accordance with paragraph (a) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be held, pending maturity or disposition, solely by the Custodian or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Custodian; (C) Any Subordination Spread Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be maintained by the Custodian, pending maturity or disposition, through continued book-entry registration of such Subordination Spread Account Property as described in such paragraph; and (D) Any Subordination Spread Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Custodian in accordance with paragraph (c) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be maintained by the Custodian, pending maturity or disposition, through continued registration of the Custodian's (or its nominee's) ownership of such security. Effective upon Delivery of any Subordination Spread Account Property in the form of physical property, book-entry securities or uncertificated securities, the Custodian shall be deemed to have purchased such Subordination Spread Account Property for value, in good faith, and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further action, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements) as may be determined to be necessary in order to perfect the interests created by this Section 5 and otherwise fully to effectuate the purposes, terms and conditions of this Agreement. The Seller shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Custodian's security interest; and (B) make the necessary filings of financing statements or amendments thereto within five (5) days after the occurrence of any of the following: (1) any change in its corporate name or any trade name; (2) any change in the location of its chief executive office or principal place of business; or

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. (b) The Custodian shall release to the Trustee by 5:00 p.m. on the day preceding each Distribution Date (for deposit in the Certificate Account on such Distribution Date), from funds available in the Subordination Spread Accounts, if any, the amount required to be paid from the Class A Subordination Spread Account and the Class B Subordination Spread Account pursuant to Section 5.06 of the Pooling and Servicing Agreement. (c) On each Distribution Date, if the amount of the respective Subordination Spread Accounts (after giving effect to all payments to be made from the Subordination Spread Accounts, in accordance with the Pooling and Servicing Agreement on such Distribution Date) is less than the Class A Specified Subordination Spread Account Balance or the Class B Specified Subordination Spread Account Balance, as the case may be, for such Distribution Date, the Trustee, after payment of any amounts required to be distributed to the Class A Certificateholders and the Servicer, shall withhold the Excess Amounts and the Recapture Amounts otherwise distributable to the Seller (in its individual capacity and as initial holder of the Class B Certificates), and not otherwise distributed to the Class A Certificateholders or the Servicer and shall deposit the Excess Amounts and the Recapture Amounts in the following order of priority: first, to the Class A Subordination Spread Account, until the amount on deposit therein equals the Class A Specified Subordination Spread Account Balance; second, from the Excess Amounts only, to the Class B Subordination Spread Account, until the amount on deposit therein equals the Class B Specified Subordination Spread Account Balance; and finally, to the Seller. If the amount of the Class A Subordination Spread Account (after taking into account any deposits and withdrawals therefrom on such Distribution Date in accordance with the Pooling and Servicing Agreement) is greater than the Class A Specified Subordination Spread Account Balance for such Distribution Date, the Custodian shall release and distribute the amount of such excess first, to the extent of any previously contributed and not yet recovered Recapture Amounts, to the holders of Class B Certificates, second to the Class B Subordination Spread Account until the amount on deposit therein equals the Class B Specified Subordination Spread Account Balance, and finally, to the Seller. Amounts properly distributed to the Seller or the Class B Certificateholders pursuant to this Section 5(c) shall be deemed released from the trust and security interest established by this Agreement, and the Seller and the Class B Certificateholders shall in no event thereafter be required to refund any such distributed amounts. (i) Amounts held in the Class A Subordination Spread Account shall be invested in the manner specified in Section 5.01 of the Pooling and Servicing Agreement in the same manner as amounts in the Collection Account and Certificate Account are invested; provided however, that (A) if permitted by the -------- ------- rating agencies then rating the Certificates, monies on deposit in the Class A Subordination Spread Account may be invested in obligations or securities that mature later than the Business Day immediately preceding the next Distribution Date, and (B) such investments shall be made in accordance with written instructions from the Seller rather than the Servicer. Prior to the rating, if any, of the Class B Certificates by the rating agencies, amounts held in the Class B Subordination Spread Account shall be invested in the discretion of the Seller upon its written instructions. From and after the time, if any, that the Class B Certificates are rated, amounts held in the Class B Subordination Spread Account shall be invested in obligations or securities permitted by the rating agencies then rating such Class B Certificates, in accordance with the written instructions of the Seller. Such investments shall not be sold or disposed of prior to their respective maturities. All investments in the Subordination Spread Accounts shall be made in the name of the Custodian or its nominee and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Custodian to the Seller in accordance with subparagraph (iv) below. (ii) With respect to the Class A Subordination Spread Account Property, the Seller, on behalf of itself and its successors and assigns, and the Custodian agree that: (A) Any Subordination Spread Account Property that is held in deposit accounts shall be held solely in the name of the Custodian at one or more depository institutions. Each such deposit account shall be subject to the exclusive custody and control of the Custodian, and the Custodian shall have sole signature authority with respect thereto; (B) Any Subordination Spread Account Property that constitutes Physical Property physical property shall be delivered to the Custodian in accordance with paragraph (a) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be held, pending maturity or disposition, solely by the Custodian or a securities financial intermediary (as such term is defined in Section [8-102(a)(14) 313(4)] of the UCC) acting solely for the Custodian; (C) Any Subordination Spread Account Property that is a book-book- entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be maintained by the Custodian, pending maturity or disposition, through continued book-entry registration of such Subordination Spread Account Property as described in such paragraph; and (D) Any Subordination Spread Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be delivered to the Custodian in accordance with paragraph (c) of the definition of "Delivery" contained in the Pooling and Servicing Agreement and shall be maintained by the Custodian, pending maturity or disposition, through continued registration of the Custodian's (or its nominee's) ownership of such security. Effective upon Delivery of any Subordination Spread Account Property in the form of physical property, book-entry securities or uncertificated securities, the Custodian shall be deemed to have purchased such Subordination Spread Account Property for value, in good faith, and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further action, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements) as may be determined to be necessary in order to perfect the interests created by this Section 5 and otherwise fully to effectuate the purposes, terms and conditions of this Agreement. The Seller shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Custodian's security interest; and (B) make the necessary filings of financing statements or amendments thereto within five (5) days after the occurrence of any of the following: (1) any change in its corporate name or any trade name; (2) any change in the location of its chief executive office or principal place of business; or