Creation of the Applicable Certificates Sample Clauses
Creation of the Applicable Certificates
Determination of Pass-Through Rates for COFI Certificates The Pass-Through Rate for each Class of COFI Certificates for each Interest Accrual Period after the initial Interest Accrual Period shall be determined by the Trustee as provided below on the basis of the Index and the applicable formulae appearing in footnotes corresponding to the COFI Certificates in the table relating to the Certificates in the Preliminary Statement. Except as provided below, with respect to each Interest Accrual Period following the initial Interest Accrual Period, the Trustee shall not later than two Business Days prior to such Interest Accrual Period but following the publication of the applicable Index determine the Pass-Through Rate at which interest shall accrue in respect of the COFI Certificates during the related Interest Accrual Period. Except as provided below, the Index to be used in determining the respective Pass-Through Rates for the COFI Certificates for a particular Interest Accrual Period shall be COFI for the second calendar month preceding the Outside Reference Date for such Interest Accrual Period. If at the Outside Reference Date for any Interest Accrual Period, COFI for the second calendar month preceding such Outside Reference Date has not been published, the Trustee shall use COFI for the third calendar month preceding such Outside Reference Date. If COFI for neither the second nor third calendar months preceding any Outside Reference Date has been published on or before the related Outside Reference Date, the Index for such Interest Accrual Period and for all subsequent Interest Accrual Periods shall be the National Cost of Funds Index for the third calendar month preceding such Interest Accrual Period (or the fourth preceding calendar month if such National Cost of Funds Index for the third preceding calendar month has not been published by such Outside Reference Date). In the event that the National Cost of Funds Index for neither the third nor fourth calendar months preceding an Interest Accrual Period has been published on or before the related Outside Reference Date, then for such Interest Accrual Period and for each succeeding Interest Accrual Period, the Index shall be LIBOR, determined in the manner set forth below. With respect to any Interest Accrual Period for which the applicable Index is LIBOR, LIBOR for such Interest Accrual Period will be established by the Trustee on the related Interest Determination Date as provided in Section 4.08. In determining LIBOR and any Pass-Through Rate for the COFI Certificates or any Reserve Interest Rate, the Trustee may conclusively rely and shall be protected in relying upon the offered quotations (whether written, oral or on the Reuters Screen) from the Reference Banks or the New York City banks as to LIBOR or the Reserve Interest Rate, as appropriate, in effect from time to time. The Trustee shall not have any liability or responsibility to any Person for (i) the Trustee's selection of New York City banks for purposes of determining any Reserve Interest Rate or (ii) its inability, following a good-faith reasonable effort, to obtain such quotations from the Reference Banks or the New York City banks or to determine such arithmetic mean, all as provided for in this Section 4.07. The establishment of LIBOR and each Pass-Through Rate for the COFI Certificates by the Trustee shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.
Designation of Trust and Certificates (a) The Trust ------------------------------------- created hereby shall be known as the "[NAME OF] Certificates Trust, Series 199[__]-[SERIES DESIGNATION]", the Certificates evidencing certain undivided ownership interests therein shall be known as "[NAME OF] Certificates, Series 199[__]-[SERIES DESIGNATION]", the Retained Interest evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule II hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Retained Interest" and the Call Warrant evidencing certain undivided ownership interests in the remainder of the Underlying Securities (as described on Schedule III hereto) shall be known as the "Series 199[__]-[SERIES DESIGNATION] Call Warrant". (b) The Certificates shall be held through the Depository in book- entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness. (c) The Retained Interest will be uncertificated and shall be as described in Schedule II attached hereto. The Retained Interest will be issued to the Depositor and may be transferred by the Depositor to another party at the sole option of the Depositor without the consent of the Certificateholders or any other party. The beneficial ownership interest in the Retained Interest will be recorded on the records of the Trustee. On each Distribution Date, payments will be made on the Retained Interest by wire transfer to the account(s) of holder(s) thereof on the related Record Date as specified in written instructions to the Trustee. Notwithstanding any other provision of this Agreement, the Trustee shall not agree to any amendment or modification of this Agreement (including the Standard Terms) which would adversely affect in any material respect the holder of the Retained Interest without the consent of the holder of the Retained Interest.
Determination of Pass-Through Rates for LIBOR Certificates (a) On each Interest Determination Date so long as any LIBOR Certificates are outstanding, the Trustee will determine LIBOR on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. dollars as found on Telerate page 3750 as of 11:00 a.m. London time on each LIBOR Determination Date. "Telerate Page 3750" means the display page currently so designated on the Moneyline Telerate Service (formerly the Dow Jones Markets) (or such other pagx xx may replace that page on that service for the purpose of displaying comparable rates or prices).
Permitted Withdrawals from the Collection Accounts and Certificate Account (a) Each Servicer may from time to time make withdrawals from the related Collection Account for the following purposes: (i) to pay to such Servicer (to the extent not previously retained by such Servicer) the servicing compensation to which it is entitled pursuant to Section 3.14, and to pay to such Servicer, as additional servicing compensation, earnings on or investment income with respect to funds in or credited to such Collection Account; (ii) to reimburse such Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the Non-Designated Mortgage Loan(s) in respect of which any such Advance was made (including without limitation, late recoveries of payments, Liquidation Proceeds and Insurance Proceeds to the extent received by such Servicer); (iii) to reimburse such Servicer for any Nonrecoverable Advance previously made or any amount expended pursuant to Section 3.11(a); (iv) to reimburse such Servicer for (A) unreimbursed Servicing Advances, such Servicer’s right to reimbursement pursuant to this clause (A) with respect to any Non-Designated Mortgage Loan being limited to amounts received on such Non-Designated Mortgage Loan which represent late payments of principal and/or interest (including, without limitation, Liquidation Proceeds and Insurance Proceeds with respect to such Mortgage Loan) respecting which any such advance was made and (B) for unpaid Servicing Fees as provided in Section 3.11 hereof; (v) to pay to the purchaser, with respect to each Non-Designated Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of such purchase; (vi) to make any payments required to be made pursuant to Section 2.07(g); (vii) to withdraw any amount deposited in such Collection Account and not required to be deposited therein; (viii) on the Cash Remittance Date, to withdraw an amount equal to the portion of the Available Distribution Amount applicable to the Non-Designated Mortgage Loans serviced by such Servicer, who will remit the aggregate of such amounts to the Trust Administrator for deposit in the Certificate Account; (ix) with respect to each Non-Designated Mortgage Loan covered by a Lender Paid Mortgage Guaranty Insurance Policy, to effect timely payment of the premiums on such Mortgage Guaranty Insurance Policy pursuant to Section 3.09(c) to the extent not deducted by such Servicer prior to deposit into the applicable Collection Account pursuant to Section 3.05(c); and (x) to clear and terminate such Collection Account upon termination of this Agreement pursuant to Section 11.01 hereof. Each Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the related Collection Account pursuant to such subclauses (i), (ii), (iv) and (v). Prior to making any withdrawal from a Collection Account pursuant to subclause (iii) of a Nonrecoverable Advance, the related Servicer shall deliver to the Trust Administrator a certificate of a Servicing Officer indicating the amount of any previous Advance or Servicing Advance determined by such Servicer to be a Nonrecoverable Advance and identifying the related Non-Designated Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. In connection with the payment of a Purchase Price, if a Servicer is not required to remit unreimbursed Servicing Advances as specified in the definition of Purchase Price, such Servicer shall be deemed to have been reimbursed for such amount. (b) The Trust Administrator shall withdraw funds from the Certificate Account for distributions to Certificateholders in the manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to Section 2.07). In addition, the Trust Administrator may from time to time make withdrawals from the Certificate Account for the following purposes: (i) to pay to itself the Trust Administrator Fees to which it is entitled pursuant to Section 10.05 and any investment income earned for the related Distribution Date, and to pay to itself or the Master Servicer any other amounts in respect of reimbursement of costs, expenses, indemnification or other amounts to which it or the Master Servicer is entitled to reimbursement or payment under the terms of this Agreement; (ii) to withdraw and return to the Master Servicer or the applicable Servicer, in the case of the applicable Servicer for deposit to the applicable Collection Account, any amount deposited in the Certificate Account and not required to be deposited therein; and (iii) to clear and terminate the Certificate Account upon termination of the Agreement pursuant to Section 11.01 hereof.
Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.
Single Certificate A Single Certificate for each Class of Class A Certificates (other than the Class A-R Certificate) and each Class of Class B Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination. A Single Certificate for the Class B-4 and Class B-6 Certificates represents a $250,000 Denomination. The Class B-5 Certificates will be issued as a Single Certificate with a Denomination equal to its Original Principal Balance.
Calculations and Certificates (a) Any interest under this Agreement shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a year of 365 days (366 days in Leap Years). (b) If the Lender issues any certificate, determination or notification of a rate or any amount payable under a Finance Document, it shall be conclusive evidence (in the absence of manifest error) of the matter to which it relates.
Distributions on the Certificates (a) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account, in each case to the extent of funds on deposit with respect to Loan Group I therein, and distributed in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in July 2017, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A, Class I-B and Class I-X Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Eighteenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to the Class I-A Certificates, from the Group I Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, pro rata in accordance with the respective amounts owed to each such Class, an amount equal to (a) any remaining Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Basis Risk Shortfall Carry-Forward Amount for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall Carry-Forward Amount owed to each such Class; Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, any Basis Risk Shortfall Carry-Forward Amount, for each such Class for such Distribution Date; Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group I; Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date, and Eighteenth, any remaining amounts with respect to Loan Group I to the Residual Certificates. If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the Class I-B Certificates in respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the Trustee shall transfer from amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the applicable Class or Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry-Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been distributed from REMIC IV to the Holder of the Class I-B-IO Certificates and then paid outside of any 2007-AR5 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates, the Holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2007-AR5 REMIC and shall not be part of the entitlement of the REMIC III Regular Interest, the ownership of which is represented by such Class of Certificates receiving such payment. (b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group II therein, and distributed in the following order of priority: First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Class II-A Certificates and the Class II-B Certificates in the following order of priority: 1. to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of overcollateralization equal to the Group II Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow for Loan Group II pursuant to clauses Third through Fifteenth below. Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in effect, from the Group II Principal Distribution Amount for such Distribution Date: 5. to each Class of Class II-A-1 Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 6. to the Class II-B Certificates in the following order of priority: a. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; b. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; c. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; d. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; e. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero and f. to the Class II-B-6 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero.
Permitted Withdrawals from the Certificate Account (a) The Master Servicer may, from time to time, make withdrawals from the Certificate Account for the following purposes (limited, in the case of Servicer reimbursements, to cases where funds in the respective Custodial P&I Account are not sufficient therefor): (i) to reimburse the Master Servicer, the Trustee or any Servicer for Periodic Advances made by the Master Servicer or the Trustee pursuant to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement with respect to previous Distribution Dates, such right to reimbursement pursuant to this subclause (i) being limited to amounts received on or in respect of particular Mortgage Loans (including, for this purpose, Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale, repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03, 2.06, 3.08 or 9. 01) respecting which any such Periodic Advance was made; (ii) to reimburse any Servicer, the Master Servicer or the Trustee for any Periodic Advances determined in good faith to have become Nonrecoverable Advances provided, however, that any portion of Nonrecoverable Advances representing Fixed Retained Yield shall be reimbursable only from amounts constituting Fixed Retained Yield and not from the assets of the Trust Estate; (iii) to reimburse the Master Servicer or any Servicer from Liquidation Proceeds for Liquidation Expenses and for amounts expended by the Master Servicer or any Servicer pursuant hereto or to any Servicing Agreement, respectively, in good faith in connection with the restoration of damaged property or for foreclosure expenses; (iv) from any Mortgagor payment on account of interest or other recovery (including Net REO Proceeds) with respect to a particular Mortgage Loan, to pay the Master Servicing Fee with respect to such Mortgage Loan to the Master Servicer; (v) to reimburse the Master Servicer, any Servicer or the Trustee (or, in certain cases, the Seller) for expenses incurred by it (including taxes paid on behalf of the Trust Estate) and recoverable by or reimbursable to it pursuant to Section 3.03(c), 3.03(d) or 6.03 or the second sentence of Section 8.14(a) or pursuant to such Servicer's Servicing Agreement, provided such expenses are "unanticipated" within the meaning of the REMIC Provisions; (vi) to pay to the Seller or other purchaser with respect to each Mortgage Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Sections 2.02, 2.03 or 2.06 or auctioned pursuant to Section 3.08 or to pay to the Master Servicer with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased pursuant to Section 3.08 or 9.01, all amounts received thereon and not required to be distributed as of the date on which the related repurchase or purchase price or Scheduled Principal Balance was determined; (vii) to remit funds to the Paying Agent in the amounts and in the manner provided for herein; (viii) to pay to the Master Servicer any interest earned on or investment income with respect to funds in the Certificate Account; (ix) to pay to the Master Servicer or any Servicer out of Liquidation Proceeds allocable to interest the amount of any unpaid Master Servicing Fee or Servicing Fee (as adjusted pursuant to the related Servicing Agreement) and any unpaid assumption fees, late payment charges or other Mortgagor charges on the related Mortgage Loan; (x) to pay to the Master Servicer as additional master servicing compensation any Liquidation Profits which a Servicer is not entitled to pursuant to the applicable Servicing Agreement; (xi) to withdraw from the Certificate Account any amount deposited in the Certificate Account that was not required to be deposited therein; (xii) to clear and terminate the Certificate Account pursuant to Section 9.01; and (xiii) to pay to WFHM from any Mortgagor payment on account of interest or other recovery (including Net REO Proceeds) with respect to a particular Mortgage Loan, the Fixed Retained Yield, if any, with respect to such Mortgage Loan; provided, however, that with respect to any payment of interest received by the Master Servicer in respect of a Mortgage Loan (whether paid by the Mortgagor or received as Liquidation Proceeds, Insurance Proceeds or otherwise) which is less than the full amount of interest then due with respect to such Mortgage Loan, only that portion of such payment of interest that bears the same relationship to the total amount of such payment of interest as the Fixed Retained Yield Rate, if any, in respect of such Mortgage Loan bears to the Mortgage Interest Rate shall be allocated to the Fixed Retained Yield with respect thereto. (b) The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any payment to and withdrawal from the Certificate Account.
Distributions on the REMIC Regular Interests (a) On each Distribution Date, the Trustee shall cause the Available Distribution Amount, in the following order of priority, to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Certificate Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be: (i) to Holders of REMIC 1 Regular Interest I-1-A through I-59-B, REMIC 1 Regular Interest P and REMIC 1 Regular Interest A-I, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 1 Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC 1 Regular Interests I-1-A through I-59-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest is reduced to zero, provided that, for REMIC 1 Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC 1 Regular Interests, and second to the extent of any Overcollateralization Release to REMIC 1 Regular Interest A-I until the Uncertificated Principal Balance of such REMIC 1 Regular Interest is reduced to zero. (iii) to the Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; (b) On each Distribution Date, the Trustee shall cause the Available Distribution Amount, in the following order of priority, to be distributed by REMIC 2 to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the Certificate Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-2 Interest), as the case may be: (i) first, to the Holders of REMIC 2 Regular Interest IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and second, to the Holders of REMIC 2 Regular Interest AA, REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B, REMIC 2 Regular Interest ZZ, and REMIC 2 Regular Interest P, pro rata, in an amount equal to (A) the related Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from the previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 2 Regular Interest ZZ shall be reduced when the REMIC 2 Overcollateralized Amount is less than the REMIC 2 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B in the same proportion as the Overcollateralization Deficiency Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ shall be increased by such amount; (ii) to the Holders of REMIC 2 Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges on the Corresponding Certificate and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; (iii) to the Holders of the REMIC 2 Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC 2 Regular Interest AA, until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B, 1% in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced to zero, and second, to the Holders of REMIC 2 Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to zero; provided, however, that 98% and 2% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of REMIC 2 Regular Interest AA and REMIC 2 Regular Interest ZZ, respectively; and (C) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-2 Interest);