Common use of Allocation of Trust Advisor Expenses Clause in Contracts

Allocation of Trust Advisor Expenses.

Allocation of Trust Advisor Expenses. (a) On each Distribution Date, immediately prior to the distributions to be made to the Certificateholders for such Distribution Date pursuant to Section 6.5(a), the Certificate Administrator shall allocate Trust Advisor Expenses to reduce the Distributable Certificate Interest for such Distribution Date for the Class D Certificates, the Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) and the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest), in that order, in each case, until the Distributable Certificate Interest of such Class for such Distribution Date has been reduced to zero. Trust Advisor Expenses shall not be allocated to reduce interest distributable to the Class A Senior Certificates, the Class A-S REMIC III Regular Interest (or, correspondingly, the Class A-S Certificates or the Class PST Component A-S), the Class X Certificates, the Class V Certificates (with respect to Excess Interest), the Control Eligible Certificates or any B Note or Serviced Companion Loan. To the extent that the amount of Trust Advisor Expenses payable with respect to any Distribution Date is greater than the aggregate amount of Distributable Certificate Interest otherwise distributable on the Class B REMIC III Regular Interest, the Class C REMIC III Regular Interest and the Class D Certificates for such Distribution Date, the resulting Excess Trust Advisor Expenses shall reduce the Principal Distribution Amount for such Distribution Date otherwise allocable to (i) the Principal Balance Certificates (other than Exchangeable Certificates) that are not Control Eligible Certificates and (ii) the XX XXXXX III Regular Interests. In addition, such Excess Trust Advisor Expenses shall be allocated to reduce the Aggregate Certificate Balances of the respective Classes of Principal Balance Certificates (other than the Exchangeable Certificates) that are not Control Eligible Certificates, the Certificate Balance of the Class A-S REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class A-S and Class PST Certificates, pro rata as set forth below), the Certificate Balance of the Class B REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class B and Class PST Certificates, pro rata as set forth below) and the Certificate Balance of the Class C REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class C and Class PST Certificates, pro rata as set forth below) up to the aggregate amount of such reduction of the Principal Distribution Amount in the following order: first, to the Class D Certificates, until the remaining Aggregate Certificate Balance of such Class of Certificates has been reduced to zero, second, to the Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) until the Certificate Balance of the Class C REMIC III Regular Interest has been reduced to zero, third, to the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) until the Certificate Balance of the Class B REMIC III Regular Interest has been reduced to zero, fourth, to the Class A-S REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest) until the Certificate Balance of the Class A-S REMIC III Regular Interest has been reduced to zero; and then, among the respective Classes of Class A Senior Certificates, pro rata (based upon their respective Aggregate Certificate Balances), until the remaining Aggregate Certificate Balances of the Class A Senior Certificates have been reduced to zero. Any Trust Advisor Expenses (including Excess Trust Advisor Expenses) allocated to a Class of Certificates (including any of the Exchangeable Certificates following the prior corresponding allocation to the related XX XXXXX III Regular Interest) shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced by such Certificates. If amounts distributable in respect of the Distributable Certificate Interest to the Class B REMIC III Regular Interest, Class C REMIC III Regular Interest and the Class D Certificates and otherwise available as the indicated portion of the Principal Distribution Amount are insufficient to reimburse any related Trust Advisor Expenses on a Distribution Date, any unreimbursed Trust Advisor Expenses shall remain unreimbursed until the next Distribution Date that such applicable amounts are available. In no event shall any Trust Advisor Expenses (including Excess Trust Advisor Expenses) reduce or delay any principal or interest payable in respect of the Class V Certificates (with respect to Excess Interest) or the Control Eligible Certificates. (b) On any Distribution Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses for such Distribution Date shall not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution Date otherwise distributable to the Principal Balance Certificates that are not Control Eligible Certificates and (ii) the aggregate amount of Distributable Certificate Interest (for such purposes, calculated without regard to any reductions therein as a result of Trust Advisor Expenses for such Distribution Date) that would otherwise be distributable to the Class B, Class PST (in respect of Class PST Component B or Class PST Component C), Class C and Class D Certificates for such Distribution Date. Any amount of Trust Advisor Expenses that are not reimbursed on a Distribution Date shall be payable on the next Distribution Date to the extent funds are sufficient, in accordance with this Section 6.11(b), to make such payments. (c) To the extent any Actual Recoveries of Trust Advisor Expenses are received during any Collection Period, such amounts shall be allocated first, as an increase in the Aggregate Certificate Balance of each applicable Class of Certificates or XX XXXXX III Regular Interest in the reverse order in which the Excess Trust Advisor Expenses were allocated in reduction of the Aggregate Certificate Balance of the Class A Senior Certificates, the Class D Certificates and/or any XX XXXXX III Regular Interest pursuant to Section 6.11(a), with a corresponding increase in the Principal Distribution Amount for the related Distribution Date in the aggregate amount of such increases to such Aggregate Certificate Balances and then, as an increase in the Distributable Certificate Interest for the related Distribution Date in respect of the Class B REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest), Class C REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) and Class D Certificates, in that order, in each case, up to an amount equal to the aggregate reduction of the subject Class’s or XX XXXXX III Regular Interest’s Distributable Certificate Interest for all prior Distribution Dates (including as payment to a more senior Class of Certificates or XX XXXXX III Regular Interest in respect of interest shortfalls created by previously allocated Trust Advisor Expenses), to the extent not previously reimbursed. On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class B REMIC III Regular Interest on any prior Distribution Date in reduction of the Distributable Certificate Interest for such XX XXXXX III Regular Interest, and such reductions in Distributable Certificate Interest for such XX XXXXX III Regular Interest have not been previously reimbursed, then the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class B REMIC III Regular Interest for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such Distribution Date): first, out of amounts otherwise distributable as interest to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”); and second, out of amounts otherwise distributable as interest to the Class C REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”). On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class C REMIC III Regular Interest on any prior Distribution Date in reduction of the Distributable Certificate Interest for such XX XXXXX III Regular Interest, and such reductions in Distributable Certificate Interest for such XX XXXXX III Regular Interest have not been previously reimbursed, then the Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class C REMIC III Regular Interest for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such Distribution Date) out of amounts otherwise distributable as interest to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Class B REMIC III Regular Interest pursuant to the prior paragraph out of amounts otherwise distributable as interest to the Holders of the Class D Certificates. Any reimbursement made out of amounts otherwise distributable as interest to the Class C REMIC III Regular Interest or the Class D Certificates on any Distribution Date pursuant to any of the prior two (2) paragraphs, shall be deemed an allocation to such Class or XX XXXXX III Regular Interest of the Trust Advisor Expenses being reimbursed to the Holders of a more senior Class of Certificates or the applicable XX XXXXX III Regular Interest (and correspondingly, the Holders of the related Classes of Exchangeable Certificates). (d) On each Distribution Date, if any Trust Advisor Expense is allocated to the Class B REMIC III Regular Interest, the Class C REMIC III Regular Interest or the Class D Certificates in reduction of the Distributable Certificate Interest of such Class of Certificates or XX XXXXX III Regular Interest for such Distribution Date, then such Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the Distributable Interest of such Corresponding REMIC II Regular Interest for such Distribution Date. In addition, on each Distribution Date, if any Excess Trust Advisor Expense is allocated to the Class A Senior Certificates, an XX XXXXX III Regular Interest or the Class D Certificates in reduction of the Aggregate Certificate Balance of such Class of Certificates or XX XXXXX III Regular Interest, then such Excess Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the REMIC II Principal Amount of such Corresponding REMIC II Regular Interest. (e) For the avoidance of doubt and notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges and agrees (and each Certificateholder, by its acceptance of such Certificate, is deemed to acknowledge and agree) that all calculations to be made hereunder in respect of the entitlement of the Control Eligible Certificates to receive interest, principal and other amounts (including P&I Advances in respect to such Certificates) shall be made such that (i) the Control Eligible Certificates shall be paid the amounts to which they are entitled on each Distribution Date as if no Trust Advisor Expenses had been incurred, reimbursed or reimbursable, and (ii) in no event shall any Trust Advisor Expenses reduce or delay in any manner any principal, interest or other amounts (including P&I Advances) payable or reimbursable to the Control Eligible Certificates.

Allocation of Trust Advisor Expenses. (a) On each Distribution Date, immediately prior to the distributions to be made to the Certificateholders for such Distribution Date pursuant to Section 6.5(a), the Certificate Administrator shall allocate Trust Advisor Expenses to reduce the Distributable Certificate Interest for such Distribution Date for the Class E, Class D, Class C and Class B Certificates, in that order, in each case, until the Distributable Certificate Interest of such Class for such Distribution Date has been reduced to zero. Trust Advisor Expenses shall not be allocated to reduce interest distributable to the Class A Certificates, the Class X Certificates, the Control Eligible Certificates or any B Note or Serviced Companion Loan. To the extent that the amount of Trust Advisor Expenses payable with respect to any Distribution Date is greater than the aggregate amount of Distributable Certificate Interest otherwise distributable to the Class B, Class C, Class D and Class E Certificates for such Distribution Date, the resulting Excess Trust Advisor Expenses shall reduce the Principal Distribution Amount otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates for such Distribution Date. In addition, such Excess Trust Advisor Expenses shall be allocated to reduce the Aggregate Certificate Balances of the respective Classes of Principal Balance Certificates that are not Control Eligible Certificates up to the aggregate amount of such reduction of the Principal Distribution Amount in the following order: first, to the Class E Certificates, the Class D Certificates, Class C Certificates, Class B Certificates and Class A-S Certificates, in that order, in each case until the remaining Aggregate Certificate Balance of such Class of Certificates has been reduced to zero; and then, among the respective Classes of Class A Senior Certificates, pro rata (based upon their respective Aggregate Certificate Balances), until the remaining Aggregate Certificate Balances of the Class A Senior Certificates have been reduced to zero. Any Trust Advisor Expenses (including Excess Trust Advisor Expenses) allocated to a Class of Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced by such Certificates. If amounts distributable in respect of the Distributable Certificate Interest to the Class B, Class C, Class D and Class E Certificates and otherwise available as the indicated portion of the Principal Distribution Amount are insufficient to reimburse any related Trust Advisor Expenses on a Distribution Date, any unreimbursed Trust Advisor Expenses shall remain unreimbursed until the next Distribution Date that such applicable amounts are available. In no event shall any Trust Advisor Expenses (including Excess Trust Advisor Expenses) reduce or delay any principal or interest payable in respect of the Control Eligible Certificates. (b) On any Distribution Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses for such Distribution Date shall not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution Date otherwise distributable to the Principal Balance Certificates that are not Control Eligible Certificates and (ii) the aggregate amount of Distributable Certificate Interest (for such purposes, calculated without regard to any reductions therein as a result of Trust Advisor Expenses for such Distribution Date) that would otherwise be distributable to the Class B, Class C, Class D and Class E Certificates for such Distribution Date. Any amount of Trust Advisor Expenses that are not reimbursed on a Distribution Date shall be payable on the next Distribution Date to the extent funds are sufficient, in accordance with this Section 6.11(b), to make such payments. (c) To the extent any Actual Recoveries of Trust Advisor Expenses are received during any Collection Period, such amounts shall be allocated first, as an increase in the Aggregate Certificate Balance of each applicable Class of Certificates in the reverse order in which the Excess Trust Advisor Expenses were allocated in reduction of the Aggregate Certificate Balances of the Class A Senior, Class A-S, Class B, Class C, Class D and/or Class E pursuant to Section 6.11(a), with a corresponding increase in the Principal Distribution Amount for the related Distribution Date in the aggregate amount of such increases to the Aggregate Certificate Balances of the Class A Senior, Class A-S, Class B, Class C, Class D and/or Class E Certificates and then, as an increase in the Distributable Certificate Interest for the related Distribution Date in respect of the Class B, Class C, Class D and Class E Certificates, in that order, in each case, up to an amount equal to the aggregate reduction of the subject Class’s Distributable Certificate Interest for all prior Distribution Dates (including as payment to a more senior Class of Certificates in respect of interest shortfalls created by previously allocated Trust Advisor Expenses), to the extent not previously reimbursed. On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class B Certificates on any prior Distribution Date in reduction of the Distributable Certificate Interest for such Class, and such reductions in Distributable Certificate Interest for such Class have not been previously reimbursed, then the Holders of the Class B Certificates will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class B Certificates for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class B Certificates for such Distribution Date): first, out of amounts otherwise distributable as interest to the Holders of the Class E Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class E Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”); and second, out of amounts otherwise distributable as interest to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”); and third, out of amounts otherwise distributable as interest to the Holders of the Class C Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class C Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”). On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class C Certificates on any prior Distribution Date in reduction of the Distributable Certificate Interest for such Class, and such reductions in Distributable Certificate Interest for such Class have not been previously reimbursed, then the Holders of the Class C Certificates will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class C Certificates for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class C Certificates for such Distribution Date): first, out of amounts otherwise distributable as interest to the Holders of the Class E Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class E Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Holders of the Class B Certificates pursuant to the prior paragraph out of amounts otherwise distributable as interest to the Holders of the Class E Certificates; and second, out of amounts otherwise distributable as interest to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Holders of the Class B Certificates pursuant to the prior paragraph out of amounts otherwise distributable as interest to the Holders of the Class D Certificates. On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class D Certificates on any prior Distribution Date in reduction of the Distributable Certificate Interest for such Class, and such reductions in Distributable Certificate Interest for such Class have not been previously reimbursed, then the Holders of the Class D Certificates will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class D Certificates for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date), out of amounts otherwise distributable as interest to the Holders of the Class E Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class E Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Holders of the Class B Certificates and/or Class C Certificates pursuant to the prior two (2) paragraphs out of amounts otherwise distributable as interest to the Holders of the Class E Certificates. Any reimbursement made out of amounts otherwise distributable as interest to the Holders of the Class C, Class D or Class E Certificates on any Distribution Date pursuant to any of the prior three (3) paragraphs, shall be deemed an allocation to such Class of the Trust Advisor Expenses being reimbursed to the Holders of a more senior Class of Certificates. (d) On each Distribution Date, if any Trust Advisor Expense is allocated to the Class B, Class C, Class D or Class E Certificates in reduction of the Distributable Certificate Interest of such Class of Certificates for such Distribution Date, then such Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the Distributable Interest of such Corresponding REMIC II Regular Interest for such Distribution Date. In addition, on each Distribution Date, if any Excess Trust Advisor Expense is allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D or Class E Certificates in reduction of the Aggregate Certificate Balance of such Class of Certificates, then such Excess Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the REMIC II Principal Amount of such Corresponding REMIC II Regular Interest. (e) For the avoidance of doubt and notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges and agrees (and each Certificateholder, by its acceptance of such Certificate, is deemed to acknowledge and agree) that all calculations to be made hereunder in respect of the entitlement of the Control Eligible Certificates to receive interest, principal and other amounts (including P&I Advances in respect to the Control Eligible Certificates) shall be made such that (i) the Control Eligible Certificates shall be paid the amounts to which they are entitled on each Distribution Date as if no Trust Advisor Expenses had been incurred, reimbursed or reimbursable, and (ii) in no event shall any Trust Advisor Expenses reduce or delay in any manner any principal, interest or other amounts (including P&I Advances) payable or reimbursable to the Control Eligible Certificates.

Allocation of Trust Advisor Expenses. (a) On each Distribution Date, immediately prior to the distributions to be made to the Certificateholders for such Distribution Date pursuant to Section 6.5(a), the Certificate Administrator shall allocate Trust Advisor Expenses to reduce the Distributable Certificate Interest for such Distribution Date for the Class E, Class D, Class C and Class B Certificates, in that order, in each case, until the Distributable Certificate Interest of such Class for such Distribution Date has been reduced to zero. Trust Advisor Expenses shall not be allocated to reduce interest distributable to the Class A Certificates, the Class X Certificates, the Control Eligible Certificates or any B Note or Serviced Companion Loan. To the extent that the amount of Trust Advisor Expenses payable with respect to any Distribution Date is greater than the aggregate amount of Distributable Certificate Interest otherwise distributable to the Class B, Class C, Class D and Class E Certificates for such Distribution Date, the resulting Excess Trust Advisor Expenses shall reduce the Principal Distribution Amount otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates for such Distribution Date. In addition, such Excess Trust Advisor Expenses shall be allocated to reduce the Aggregate Certificate Balances of the respective Classes of Principal Balance Certificates that are not Control Eligible Certificates up to the aggregate amount of such reduction of the Principal Distribution Amount in the following order: first, to the Class E Certificates, the Class D Certificates, Class C Certificates, Class B Certificates and Class A-J Certificates, in that order, in each case until the remaining Aggregate Certificate Balance of such Class of Certificates has been reduced to zero; and then, among the respective Classes of Class A Senior Certificates, pro rata (based upon their respective Aggregate Certificate Balances), until the remaining Aggregate Certificate Balances of the Class A Senior Certificates have been reduced to zero. Any Trust Advisor Expenses (including Excess Trust Advisor Expenses) allocated to a Class of Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced by such Certificates. If amounts distributable in respect of the Distributable Certificate Interest to the Class B, Class C, Class D and Class E Certificates and otherwise available as the indicated portion of the Principal Distribution Amount are insufficient to reimburse any related Trust Advisor Expenses on a Distribution Date, any unreimbursed Trust Advisor Expenses shall remain unreimbursed until the next Distribution Date that such applicable amounts are available. In no event shall any Trust Advisor Expenses (including Excess Trust Advisor Expenses) reduce or delay any principal or interest payable in respect of the Control Eligible Certificates. (b) On any Distribution Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses for such Distribution Date shall not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution Date otherwise distributable to the Principal Balance Certificates that are not Control Eligible Certificates and (ii) the aggregate amount of Distributable Certificate Interest (for such purposes, calculated without regard to any reductions therein as a result of Trust Advisor Expenses for such Distribution Date) that would otherwise be distributable to the Class B, Class C, Class D and Class E Certificates for such Distribution Date. Any amount of Trust Advisor Expenses that are not reimbursed on a Distribution Date shall be payable on the next Distribution Date to the extent funds are sufficient, in accordance with this Section 6.11(b), to make such payments. (c) To the extent any Actual Recoveries of Trust Advisor Expenses are received during any Collection Period, such amounts shall be allocated first, as an increase in the Aggregate Certificate Balance of each applicable Class of Certificates in the reverse order in which the Excess Trust Advisor Expenses were allocated in reduction of the Aggregate Certificate Balances of the Class A Senior, Class A-J, Class B, Class C, Class D and/or Class E pursuant to Section 6.11(a), with a corresponding increase in the Principal Distribution Amount for the related Distribution Date in the aggregate amount of such increases to the Aggregate Certificate Balances of the Class A Senior, Class A-J, Class B, Class C, Class D and/or Class E Certificates and then, as an increase in the Distributable Certificate Interest for the related Distribution Date in respect of the Class B, Class C, Class D and Class E Certificates, in that order, in each case, up to an amount equal to the aggregate reduction of the subject Class’s Distributable Certificate Interest for all prior Distribution Dates (including as payment to a more senior Class of Certificates in respect of interest shortfalls created by previously allocated Trust Advisor Expenses), to the extent not previously reimbursed. On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class B Certificates on any prior Distribution Date in reduction of the Distributable Certificate Interest for such Class, and such reductions in Distributable Certificate Interest for such Class have not been previously reimbursed, then the Holders of the Class B Certificates will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class B Certificates for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class B Certificates for such Distribution Date): first, out of amounts otherwise distributable as interest to the Holders of the Class E Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class E Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”); and second, out of amounts otherwise distributable as interest to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”); and third, out of amounts otherwise distributable as interest to the Holders of the Class C Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class C Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”). On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class C Certificates on any prior Distribution Date in reduction of the Distributable Certificate Interest for such Class, and such reductions in Distributable Certificate Interest for such Class have not been previously reimbursed, then the Holders of the Class C Certificates will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class C Certificates for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class C Certificates for such Distribution Date): first, out of amounts otherwise distributable as interest to the Holders of the Class E Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class E Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Holders of the Class B Certificates pursuant to the prior paragraph out of amounts otherwise distributable as interest to the Holders of the Class E Certificates; and second, out of amounts otherwise distributable as interest to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Holders of the Class B Certificates pursuant to the prior paragraph out of amounts otherwise distributable as interest to the Holders of the Class D Certificates. On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class D Certificates on any prior Distribution Date in reduction of the Distributable Certificate Interest for such Class, and such reductions in Distributable Certificate Interest for such Class have not been previously reimbursed, then the Holders of the Class D Certificates will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class D Certificates for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date), out of amounts otherwise distributable as interest to the Holders of the Class E Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class E Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Holders of the Class B Certificates and/or Class C Certificates pursuant to the prior two (2) paragraphs out of amounts otherwise distributable as interest to the Holders of the Class E Certificates. Any reimbursement made out of amounts otherwise distributable as interest to the Holders of the Class C, Class D or Class E Certificates on any Distribution Date pursuant to any of the prior three (3) paragraphs, shall be deemed an allocation to such Class of the Trust Advisor Expenses being reimbursed to the Holders of a more senior Class of Certificates. (d) On each Distribution Date, if any Trust Advisor Expense is allocated to the Class B, Class C, Class D or Class E Certificates in reduction of the Distributable Certificate Interest of such Class of Certificates for such Distribution Date, then such Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the Distributable Interest of such Corresponding REMIC II Regular Interest for such Distribution Date. In addition, on each Distribution Date, if any Excess Trust Advisor Expense is allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-J, Class B, Class C, Class D or Class E Certificates in reduction of the Aggregate Certificate Balance of such Class of Certificates, then such Excess Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the REMIC II Principal Amount of such Corresponding REMIC II Regular Interest. (e) For the avoidance of doubt and notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges and agrees (and each Certificateholder, by its acceptance of such Certificate, is deemed to acknowledge and agree) that all calculations to be made hereunder in respect of the entitlement of the Control Eligible Certificates to receive interest, principal and other amounts (including P&I Advances in respect to the Control Eligible Certificates) shall be made such that (i) the Control Eligible Certificates shall be paid the amounts to which they are entitled on each Distribution Date as if no Trust Advisor Expenses had been incurred, reimbursed or reimbursable, and (ii) in no event shall any Trust Advisor Expenses reduce or delay in any manner any principal, interest or other amounts (including P&I Advances) payable or reimbursable to the Control Eligible Certificates.

Allocation of Trust Advisor Expenses. (a) On each Distribution Date, immediately prior to the distributions to be made to the Certificateholders for such Distribution Date pursuant to Section 6.5(a), the Certificate Administrator shall allocate Trust Advisor Expenses to reduce the Distributable Certificate Interest for such Distribution Date for the Class D Certificates, the Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) and the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest), in that order, in each case, until the Distributable Certificate Interest of such Class for such Distribution Date has been reduced to zero. Trust Advisor Expenses shall not be allocated to reduce interest distributable to the Class A Senior Certificates, the Class A-S REMIC III Regular Interest (or, correspondingly, the Class A-S Certificates or the Class PST Component A-S), the Class X Certificates, the Control Eligible Certificates or any B Note or Serviced Companion Loan. To the extent that the amount of Trust Advisor Expenses payable with respect to any Distribution Date is greater than the aggregate amount of Distributable Certificate Interest otherwise distributable on the Class B REMIC III Regular Interest, the Class C REMIC III Regular Interest and the Class D Certificates for such Distribution Date, the resulting Excess Trust Advisor Expenses shall reduce the Principal Distribution Amount otherwise allocable to the Principal Balance Certificates (other than EC Trust Certificates) that are not Control Eligible Certificates for such Distribution Date and the EC Trust REMIC III Regular Interests. In addition, such Excess Trust Advisor Expenses shall be allocated to reduce the Aggregate Certificate Balances of the respective Classes of Principal Balance Certificates (other than the EC Trust Certificates) that are not Control Eligible Certificates, the Class A-S REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Class A-S and Class PST Certificates, pro rata as set forth below), the Class B REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Class B and Class PST Certificates, pro rata as set forth below) and the Class C REMIC III Principal Amount (and correspondingly, the Aggregate Certificate Balance of the Class C and Class PST Certificates, pro rata as set forth below) up to the aggregate amount of such reduction of the Principal Distribution Amount in the following order: first, to the Class D Certificates until the remaining Aggregate Certificate Balance of such Class of Certificates has been reduced to zero, second, to the Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) until the Class C REMIC III Principal Amount has been reduced to zero, third, to the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) until the Class B REMIC III Principal Amount has been reduced to zero, fourth, to the Class A-S REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest) until the Class A-S REMIC III Principal Amount has been reduced to zero; and then, among the respective Classes of Class A Senior Certificates, pro rata (based upon their respective Aggregate Certificate Balances), until the remaining Aggregate Certificate Balances of the Class A Senior Certificates have been reduced to zero. Any Trust Advisor Expenses (including Excess Trust Advisor Expenses) allocated to a Class of Certificates (including any of the EC Trust Certificates following the prior corresponding allocation to the related EC Trust REMIC III Regular Interest) shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced by such Certificates. If amounts distributable in respect of the Distributable Certificate Interest to the Class B REMIC III Regular Interest, Class C REMIC III Regular Interest and the Class D Certificates and otherwise available as the indicated portion of the Principal Distribution Amount are insufficient to reimburse any related Trust Advisor Expenses on a Distribution Date, any unreimbursed Trust Advisor Expenses shall remain unreimbursed until the next Distribution Date that such applicable amounts are available. In no event shall any Trust Advisor Expenses (including Excess Trust Advisor Expenses) reduce or delay any principal or interest payable in respect of the Control Eligible Certificates. (b) On any Distribution Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses for such Distribution Date shall not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution Date otherwise distributable to the Principal Balance Certificates that are not Control Eligible Certificates and (ii) the aggregate amount of Distributable Certificate Interest (for such purposes, calculated without regard to any reductions therein as a result of Trust Advisor Expenses for such Distribution Date) that would otherwise be distributable to the Class B, Class PST (in respect of Class PST Component B or Class PST Component C), Class C and Class D Certificates for such Distribution Date. Any amount of Trust Advisor Expenses that are not reimbursed on a Distribution Date shall be payable on the next Distribution Date to the extent funds are sufficient, in accordance with this Section 6.11(b), to make such payments. (c) To the extent any Actual Recoveries of Trust Advisor Expenses are received during any Collection Period, such amounts shall be allocated first, as an increase in the Aggregate Certificate Balance of each applicable Class of Certificates or REMIC III Principal Amount of each applicable EC Trust REMIC III Regular Interest in the reverse order in which the Excess Trust Advisor Expenses were allocated in reduction of the Aggregate Certificate Balance of the Class A Senior Certificates and/or the Class D Certificates and/or the REMIC III Principal Amount of the EC Trust REMIC III Regular Interests pursuant to Section 6.11(a), with a corresponding increase in the Principal Distribution Amount for the related Distribution Date in the aggregate amount of such increases to such Aggregate Certificate Balances and/or REMIC III Principal Amounts and then, as an increase in the Distributable Certificate Interest for the related Distribution Date in respect of the Class B REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest), Class C REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) and Class D Certificates, in that order, in each case, up to an amount equal to the aggregate reduction of the subject Class’s or EC Trust REMIC III Regular Interest’s Distributable Certificate Interest for all prior Distribution Dates (including as payment to a more senior Class of Certificates or EC Trust REMIC III Regular Interest in respect of interest shortfalls created by previously allocated Trust Advisor Expenses), to the extent not previously reimbursed. On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class B REMIC III Regular Interest on any prior Distribution Date in reduction of the Distributable Certificate Interest for such EC Trust REMIC III Regular Interest, and such reductions in Distributable Certificate Interest for such EC Trust REMIC III Regular Interest have not been previously reimbursed, then the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class B REMIC III Regular Interest for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such Distribution Date): first, out of amounts otherwise distributable as interest to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”); and second, out of amounts otherwise distributable as interest to the Class C REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”). On each Distribution Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class C REMIC III Regular Interest on any prior Distribution Date in reduction of the Distributable Certificate Interest for such EC Trust REMIC III Regular Interest, and such reductions in Distributable Certificate Interest for such EC Trust REMIC III Regular Interest have not been previously reimbursed, then the Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class C REMIC III Regular Interest for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such Distribution Date): out of amounts otherwise distributable as interest to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Class B REMIC III Regular Interest pursuant to the prior paragraph out of amounts otherwise distributable as interest to the Holders of the Class D Certificates. Any reimbursement made out of amounts otherwise distributable as interest to the Class C REMIC III Regular Interest or the Class D Certificates on any Distribution Date pursuant to any of the prior two (2) paragraphs, shall be deemed an allocation to such Class or EC Trust REMIC III Regular Interest of the Trust Advisor Expenses being reimbursed to the Holders of a more senior Class of Certificates or the applicable EC Trust REMIC III Regular Interest (and correspondingly, the Holders of the related Classes of EC Trust Certificates). (d) On each Distribution Date, if any Trust Advisor Expense is allocated to the Class B REMIC III Regular Interest, the Class C REMIC III Regular Interest or the Class D Certificates in reduction of the Distributable Certificate Interest of such Class of Certificates or EC Trust REMIC III Regular Interest for such Distribution Date, then such Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the Distributable Interest of such Corresponding REMIC II Regular Interest for such Distribution Date. In addition, on each Distribution Date, if any Excess Trust Advisor Expense is allocated to the Class A Senior Certificates, an EC Trust REMIC III Regular Interest or the Class D Certificates in reduction of the Aggregate Certificate Balance of such Class of Certificates or the REMIC III Principal Amount of such EC Trust REMIC III Regular Interest, then such Excess Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the REMIC II Principal Amount of such Corresponding REMIC II Regular Interest. (e) For the avoidance of doubt and notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges and agrees (and each Certificateholder, by its acceptance of such Certificate, is deemed to acknowledge and agree) that all calculations to be made hereunder in respect of the entitlement of the Control Eligible Certificates to receive interest, principal and other amounts (including P&I Advances in respect to the Control Eligible Certificates) shall be made such that (i) the Control Eligible Certificates shall be paid the amounts to which they are entitled on each Distribution Date as if no Trust Advisor Expenses had been incurred, reimbursed or reimbursable, and (ii) in no event shall any Trust Advisor Expenses reduce or delay in any manner any principal, interest or other amounts (including P&I Advances) payable or reimbursable to the Control Eligible Certificates.