Common use of Distribution Accounts Clause in Contracts

Distribution Accounts. (a) The Securities Administrator shall establish and maintain in the name of the Securities Administrator on behalf of the Trustee, for the benefit of the Group I Certificateholders and Group II Certificateholders, the Group I Distribution Account and the Group II Distribution Account as segregated trust accounts. (b) All amounts deposited to the Distribution Accounts shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Distribution Accounts shall constitute Eligible Accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities Administrator, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or invested in the name of the Trustee, in such Permitted Investments as may be selected by the Securities Administrator on such direction which mature not later than the Business Day next preceding the succeeding Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss in the Distribution Account. With respect to the Distribution Accounts and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Distribution Accounts. (a) The Securities Administrator shall establish and maintain in the name of the Securities Administrator on behalf of the Trustee, Intermediary for the benefit of the Group I Certificateholders Indenture Trustee and Group II Certificateholdersthe Securityholders, the Group I Distribution Account and the Group II Distribution Account as segregated trust accounts. (b) All amounts deposited to the Distribution Accounts , each of which shall be held by an Eligible Account. If an existing Distribution Account ceases to be an Eligible Account, the Securities Administrator shall establish a new Distribution Account that is an Eligible Account within ten (10) days and transfer all funds and investment property on deposit in such existing Distribution Account into the name new Distribution Account. So long as Xxxxx Fargo shall act as both the Master Servicer and the Securities Administrator, each Distribution Account may be a sub-account. Each Distribution Account shall constitute an account of the Indenture Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Distribution Accounts shall constitute Eligible Accounts of the Trust Fund segregated on the books of the Securities Administrator Intermediary and held by the Securities AdministratorAdministrator in trust in its Corporate Trust Office, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Issuer, the Indenture Trustee, the Securities Administrator Administrator, the Securities Intermediary or the Master Servicer (whether made directly, or indirectly through a liquidator or receiver of the Issuer, the Indenture Trustee, the Securities Administrator, the Securities Intermediary or the Master Servicer). The amount at any time credited to a Distribution Account shall be (i) fully insured by the Distribution Accounts may be, as directed FDIC to the maximum coverage provided thereby or (ii) invested by the Securities Administrator, held either uninvested or invested in the name of the TrusteeEligible Investments, in such Permitted Investments as may be selected by the Securities Administrator on such direction which mature not later than the Business Day next preceding the succeeding Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturityaccordance with Section 4.02(c). All investment earnings Eligible Investments shall mature or be subject to redemption or withdrawal on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein from time to time before, and shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted Investment or demand depositheld until, the Securities Administrator shall deposit the amount of the loss in the Distribution Accountimmediately succeeding Payment Date. With respect to the a Distribution Accounts Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders Issuer and the Securityholders shall be entitled to the priorities afforded to such a trust an account (in addition to a claim against the estate of the Securities Administrator, the Securities Intermediary or the Indenture Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations, if applicable. The Securities Administrator, the Indenture Trustee or their affiliates are permitted to receive additional compensation that could be deemed to be in the their economic self-interest for (i) serving as investment adviser, administrator, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. The Master Servicer and the Securities Administrator will deposit in the Group I Distribution Account or the Group II Distribution Account, as applicable, as identified by the Master Servicer or the Securities Administrator and as received by the Master Servicer or the Securities Administrator, the following amounts: (i) any amounts withdrawn from a Custodial Account pursuant to Section 4.01(c) in respect of the related Mortgage Loans; (ii) any Advance and any Compensating Interest Payments required to be made by the Master Servicer (as successor servicer with respect to any Advance) to the extent required but not made by the Servicer in respect of the related Mortgage Loans; (iii) any Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or on behalf of the Master Servicer or which were not deposited in a Custodial Account in respect of the related Mortgage Loans; (iv) the Purchase Price with respect to any related Mortgage Loans purchased by the Originator pursuant to Section 2.04 of this Agreement, any Substitution Adjustments pursuant to Section 2.04 of this Agreement and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Servicer (or its assignee) pursuant to Section 10.01; (v) any amounts required to be deposited with respect to losses on investments of deposits in the related Distribution Account; and (vi) any other amounts received by or on behalf of the Master Servicer or the Securities Administrator and required to be deposited in such Distribution Account pursuant to this Agreement. (b) All amounts deposited to a Distribution Account shall be held by the Securities Intermediary in the name of the Indenture Trustee in trust for the benefit of the Indenture Trustee and the Securityholders in accordance with the terms and provisions of this Agreement. The requirements for crediting a Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi), (vii), (ix) and (x) and with respect to the Securities Administrator item (xi), need not be credited by the Master Servicer or the Servicer to a Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to a Distribution Account any amount not required to be credited thereto, the Securities Intermediary, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The amount at any time credited to a Distribution Account shall be invested, in the name of the Securities Intermediary, or its nominee, for the benefit of the Indenture Trustee and the Securityholders, in Eligible Investments as follows. All net earnings on Eligible Investments shall be for the benefit of the Master Servicer. All Eligible Investments made for the benefit of Master Servicer may be made at the direction of Master Servicer to the Securities Administrator (or, if no such direction is received, such funds shall be invested in the Xxxxx Fargo Advantage Prime Investment Money Market Fund so long as it meets the definition of an Eligible Investment; provided, however, that if such money market fund is not an Eligible Investment, such funds shall remain uninvested. Notwithstanding the foregoing, funds received after the earlier of 1:00pm EST and 1 hour before the fund closing deadline shall be invested on the next Business Day), shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the Business Day prior to the next succeeding Payment Date (or if the Master Servicer in its commercial capacity is the obligor of such Eligible Investments, such Eligible Investments shall mature not later than the next Payment Date). Any and all investment earnings from such Eligible Investments shall be paid to Master Servicer, and the risk of loss of moneys resulting from such investments shall be borne by and be the risk of the Master Servicer. The Master Servicer shall deposit the amount of any such loss in the applicable Distribution Account within two Business Days of receipt of notification of such loss but not later than the next succeeding Payment Date.

Distribution Accounts. (a) The Securities Administrator shall establish and maintain maintain, a Distribution Account with respect to the Group I Loans and Group II Loans and a Distribution Account with respect to the Group III Loans as a segregated trust account or accounts. The Master Servicer shall deposit in the name of related Distribution Account as identified by the Securities Administrator on behalf of Master Servicer and as received by the TrusteeMaster Servicer, the following amounts with respect to the related Loans for the benefit of the related Certificateholders: (i) Any amounts withdrawn from a Protected Account; (ii) Any Advance and any amounts in respect of Group I Certificateholders I/II Prepayment Interest Shortfalls and Group II Certificateholders, III Prepayment Interest Shortfalls; (iii) Any Insurance Proceeds or Liquidation Proceeds received by or on behalf of the Group I Master Servicer; (iv) The Purchase Price with respect to any Loans purchased by the Seller pursuant to Section 2.3 and all proceeds of any Loans or property acquired with respect thereto purchased by the Master Servicer pursuant to Section 9.1; (v) Any amounts required to be deposited by the Master Servicer or any Servicer with respect to losses on investments of deposits in an Account; and (vi) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in the related Distribution Account and the Group II Distribution Account as segregated trust accountspursuant to this Agreement. (b) All amounts deposited to the a Distribution Accounts Account shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the related Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Master Servicer or the related Servicer to the related Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to a Distribution Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Distribution Accounts shall constitute Eligible Accounts trust accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities AdministratorAdministrator in trust in its Corporate Trust Office, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or shall be invested in the name of the TrusteeMaster Servicer, in such Permitted Eligible Investments as may be selected by the Master Servicer or deposited in demand deposits with such depository institutions as selected by the Master Servicer, provided that time deposits of such depository institutions would be an Eligible Investment. All Eligible Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the Distribution Date following the date of the investment of such funds (the "Investment Withdrawal Distribution Date") if the obligor for such Eligible Investment is the Securities Administrator on or, if such direction which mature not later than obligor is any other Person, the Business Day next preceding the succeeding such Investment Withdrawal Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities AdministratorMaster Servicer. The Securities Administrator Master Servicer shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted an Eligible Investment or demand deposit, the Securities Administrator Master Servicer shall deposit the such amount of the loss in the related Distribution Account. With respect to the each Distribution Accounts Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § U.S.C.ss. 92a(e), and applicable axxxxxxxxe regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Distribution Accounts. (a) The Securities Administrator shall establish and maintain in the name of the Securities Administrator on behalf of the Trusteemaintain, for the benefit of the Group I Certificateholders and Group II Certificateholders, a Distribution Account with respect to the Group I Loans and a Distribution Account and with respect to the Group II Loans, in each case as a segregated trust account or accounts. The Master Servicer shall deposit in the related Distribution Account as segregated trust accountsidentified by the Master Servicer and as received by the Master Servicer, the following amounts with respect to the related Loan Group: (i) Any amounts withdrawn from a Protected Account; (ii) Any Advance and any amounts in respect of Prepayment Interest Shortfalls or Curtailment Shortfalls; (iii) Any Insurance Proceeds, Liquidation Proceeds, or Subsequent Recoveries received by or on behalf of the Master Servicer; (iv) The Purchase Price with respect to any Loans purchased by the Seller pursuant to Section 2.3 and all proceeds of any Loans or property acquired with respect thereto purchased by the Master Servicer pursuant to Section 9.1; (v) Any amounts required to be deposited by the Master Servicer or any Servicer with respect to losses on investments of deposits in an Account; and (vi) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in a Distribution Account pursuant to this Agreement. (b) All amounts deposited to the a Distribution Accounts Account shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the related Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Master Servicer or the related Servicer to the related Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to a Distribution Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Distribution Accounts shall constitute Eligible Accounts trust accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities AdministratorAdministrator in trust in its Corporate Trust Office, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or shall be invested in the name of the TrusteeMaster Servicer, in such Permitted Eligible Investments as may be selected by the Master Servicer or deposited in demand deposits with such depository institutions as selected by the Master Servicer, provided that time deposits of such depository institutions would be an Eligible Investment. All Eligible Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the Distribution Date following the date of the investment of such funds (the "Investment Withdrawal Distribution Date") if the obligor for such Eligible Investment is the Securities Administrator on or, if such direction which mature not later than obligor is any other Person, the Business Day next preceding the succeeding such Investment Withdrawal Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities AdministratorMaster Servicer. The Securities Administrator Master Servicer shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted an Eligible Investment or demand deposit, the Securities Administrator Master Servicer shall deposit the such amount of the loss in the related Distribution Account. With respect to the each Distribution Accounts Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Distribution Accounts. (a) The Securities Administrator shall establish and maintain in the name of the Securities Administrator on behalf of the Trustee, for the benefit of the Group I Certificateholders and Group II Certificateholders, Holders of the Group I Distribution Account I-II Certificates and the Holders of the Group II III Certificates, a Distribution Account as a segregated non-interest bearing trust account or accounts. The Securities Administrator will deposit in the related Distribution Account as identified by the Securities Administrator and as received by the Securities Administrator, the following amounts: (i) All payments and recoveries in respect of principal on the related Mortgage Loans, including, without limitation, Principal Prepayments, Subsequent Recoveries, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments and recoveries in respect of interest on the related Mortgage Loans withdrawn by the Servicer from the related Custodial Account and remitted by Servicer to the Securities Administrator; (ii) Any Advance and any Compensating Interest Payments; (iii) Any Prepayment Charges collected by the Servicer in connection with the Principal Prepayment of any of the related Mortgage Loans (including any Servicer Prepayment Charge Payment Amounts); (iv) Any Insurance Proceeds or Liquidation Proceeds received by or on behalf of the Securities Administrator or which were not deposited in the related Custodial Account; (v) The Purchase Price with respect to any related Mortgage Loans purchased by the Sponsor or Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of such a Purchase Price, the Purchase Price with respect to any related Mortgage Loans purchased by the Depositor pursuant to Section 3.24, and all proceeds of any related Mortgage Loans or property acquired with respect thereto repurchased by the Master Servicer pursuant to Section 10.01; (vi) Any amounts required to be deposited with respect to losses on investments of deposits in an Account; and (vii) Any other amounts received by or on behalf of the Securities Administrator and required to be deposited in the related Distribution Account pursuant to this Agreement. (b) All amounts deposited to the Distribution Accounts shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Distribution Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Securities Administrator to the Distribution Accounts. (c) The Distribution Accounts shall constitute Eligible Accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities Administrator, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or invested in the name of the Trustee, in such Permitted Investments as Account may be selected invested by the Securities Administrator on such direction which in Permitted Investments that mature not no later than the Business Day prior to the next preceding succeeding Distribution Date as directed by the succeeding Master Servicer, unless the investment is managed by the Securities Administrator or an affiliate of the Securities Administartor, in which case such Permitted Investments may mature on the Distribution Date. Permitted Investments in respect All such investment income shall be for the benefit of the Distribution Accounts Master Servicer, and any losses incurred shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit deposited by the Master Servicer in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss in the Distribution Account. With respect to the Distribution Accounts and the funds deposited therein, the Securities Administrator shall take such action immediately as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Distribution Accounts. (a) The Securities Administrator shall establish and maintain maintain, a Distribution Account with respect to the Group I Loans and Group II Loans and a Distribution Account with respect to the Group III Loans as a segregated trust account or accounts. The Master Servicer shall deposit in the name of related Distribution Account as identified by the Securities Administrator on behalf of Master Servicer and as received by the TrusteeMaster Servicer, the following amounts with respect to the related Loans for the benefit of the related Certificateholders: (i) Any amounts withdrawn from a Protected Account; (ii) Any Advance and any amounts in respect of Group I Certificateholders I/II Prepayment Interest Shortfalls and Group II Certificateholders, III Prepayment Interest Shortfalls; (iii) Any Insurance Proceeds or Liquidation Proceeds received by or on behalf of the Group I Master Servicer; (iv) The Purchase Price with respect to any Loans purchased by the Seller pursuant to Section 2.3 and all proceeds of any Loans or property acquired with respect thereto purchased by the Master Servicer pursuant to Section 9.1; (v) Any amounts required to be deposited by the Master Servicer or any Servicer with respect to losses on investments of deposits in an Account; and (vi) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in the related Distribution Account and the Group II Distribution Account as segregated trust accountspursuant to this Agreement. (b) All amounts deposited to the a Distribution Accounts Account shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the related Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Master Servicer or the related Servicer to the related Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to a Distribution Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Distribution Accounts shall constitute Eligible Accounts trust accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities AdministratorAdministrator in trust in its Corporate Trust Office, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or shall be invested in the name of the TrusteeMaster Servicer, in such Permitted Eligible Investments as may be selected by the Master Servicer or deposited in demand deposits with such depository institutions as selected by the Master Servicer, provided that time deposits of such depository institutions would be an Eligible Investment. All Eligible Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the Distribution Date following the date of the investment of such funds (the "Investment Withdrawal Distribution Date") if the obligor for such Eligible Investment is the Securities Administrator on or, if such direction which mature not later than obligor is any other Person, the Business Day next preceding the succeeding such Investment Withdrawal Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities AdministratorMaster Servicer. The Securities Administrator Master Servicer shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted an Eligible Investment or demand deposit, the Securities Administrator Master Servicer shall deposit the such amount of the loss in the related Distribution Account. With respect to the each Distribution Accounts Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § X.X.X.xx. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Distribution Accounts. (a) The Securities Administrator shall establish and maintain maintain, a Distribution Account with respect to the Group I Loans and a Distribution Account with respect to the Group II-V Loans, in each case as a segregated trust account or accounts. The Master Servicer shall deposit in the name of related Distribution Account as identified by the Securities Administrator on behalf of Master Servicer and as received by the TrusteeMaster Servicer, the following amounts with respect to the related Loan Group(s) for the benefit of the Group I Certificateholders related Certificateholders: (i) Any amounts withdrawn from a Protected Account; (ii) Any Advance and Group II Certificateholdersany amounts in respect of Prepayment Interest Shortfalls or Curtailment Shortfalls; (iii) Any Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received by or on behalf of the Group I Master Servicer; (iv) The Purchase Price with respect to any Loans purchased by the Sponsor pursuant to Section 2.3 and all proceeds of any Loans or property acquired with respect thereto purchased by the Master Servicer pursuant to Section 9.1; (v) Any amounts required to be deposited by the Master Servicer or any Servicer with respect to losses on investments of deposits in an Account; and (vi) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in a Distribution Account and the Group II Distribution Account as segregated trust accountspursuant to this Agreement. (b) All amounts deposited to the a Distribution Accounts Account shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the related Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Master Servicer or the related Servicer to the related Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to the Distribution Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Distribution Accounts shall constitute Eligible Accounts a trust accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities AdministratorAdministrator in trust in its Corporate Trust Office, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or shall be invested in the name of the TrusteeMaster Servicer, in such Permitted Eligible Investments as may be selected by the Master Servicer or deposited in demand deposits with such depository institutions as selected by the Master Servicer, provided that time deposits of such depository institutions would be an Eligible Investment. All Eligible Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the Distribution Date following the date of the investment of such funds (the “Investment Withdrawal Distribution Date”) if the obligor for such Eligible Investment is the Securities Administrator on or, if such direction which mature not later than obligor is any other Person, the Business Day next preceding the succeeding such Investment Withdrawal Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein Account from time to time shall be for the account of the Securities AdministratorMaster Servicer. The Securities Administrator Master Servicer shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted an Eligible Investment or demand deposit, the Securities Administrator Master Servicer shall deposit the such amount of the loss in the Distribution Account. With respect to the each Distribution Accounts Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Distribution Accounts. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Securities Administrator on behalf of the Trustee, for the benefit of the Group I Certificateholders and Group II related Certificateholders, the Group I Distribution Account and Accounts as a segregated non-interest bearing trust account or accounts. The Trustee will deposit in the Group II related Distribution Account as segregated trust accountsidentified by the Trustee and as received by the Trustee, the following amounts: (i) All payments and recoveries in respect of principal on the related Mortgage Loans, including, without limitation, Principal Prepayments, Subsequent Recoveries, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments and recoveries in respect of interest on the related Mortgage Loans withdrawn by the Servicer from the related Custodial Account and remitted by the Servicer to the Trustee; (ii) Any Advance and any Compensating Interest Payments; (iii) Any Prepayment Charges collected by the Servicer in connection with the Principal Prepayment of any of the related Mortgage Loans (including any Servicer Prepayment Charge Payment Amounts); (iv) Any Insurance Proceeds or Liquidation Proceeds received by or on behalf of the Trustee or which were not deposited in the related Custodial Account; (v) The Repurchase Price with respect to any related Mortgage Loans purchased by the Seller or Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of such a Repurchase Price, the Repurchase Price with respect to any Mortgage Loans purchased by the Depositor pursuant to Section 3.24, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Depositor or its designee pursuant to Section 10.01; (vi) Any amounts required to be deposited with respect to losses on investments of deposits in an Account; and (vii) Any other amounts received by or on behalf of the Trustee and required to be deposited in the related Distribution Account pursuant to this Agreement. (b) All amounts deposited to the Distribution Accounts shall be held by the Securities Administrator Trustee in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Distribution Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Servicer to the Distribution Accounts. (c) The Distribution Accounts shall constitute Eligible Accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities Administrator, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or invested in the name of the Trustee, in such Permitted Investments as may be selected by the Securities Administrator on such direction which mature not later than the Business Day next preceding the succeeding Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss in the Distribution Account. With respect to the Distribution Accounts and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsheld uninvested.

Distribution Accounts. (a) The Securities Administrator shall establish and maintain in the name of the Securities Administrator on behalf of the Trusteemaintain, for the benefit of the Group I Certificateholders and Group II Certificateholders, a Distribution Account with respect to the Group I Loans, a Distribution Account and with respect to the Group II Loans and a Distribution Account with respect to the Group III-VII Loans, in each case as a segregated trust account or accounts. The Master Servicer shall deposit in the related Distribution Account as segregated trust accountsidentified by the Master Servicer and as received by the Master Servicer, the following amounts with respect to the related Loan Group(s): (i) Any amounts withdrawn from a Protected Account; (ii) Any Advance and any amounts in respect of Prepayment Interest Shortfalls or Curtailment Shortfalls; (iii) Any Insurance Proceeds, Liquidation Proceeds, or Subsequent Recoveries received by or on behalf of the Master Servicer; (iv) The Purchase Price with respect to any Loans purchased by the Seller pursuant to Section 2.3 and all proceeds of any Loans or property acquired with respect thereto purchased by the Terminator pursuant to Section 9.1; (v) Any amounts required to be deposited by the Master Servicer or any Servicer with respect to losses on investments of deposits in an Account; and (vi) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in a Distribution Account pursuant to this Agreement. (b) All amounts deposited to the a Distribution Accounts Account shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the related Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by the Master Servicer or the related Servicer to the related Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to a Distribution Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding. (c) The Distribution Accounts shall constitute Eligible Accounts trust accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities AdministratorAdministrator in trust in its Corporate Trust Office, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or shall be invested in the name of the TrusteeMaster Servicer, in such Permitted Eligible Investments as may be selected by the Master Servicer or deposited in demand deposits with such depository institutions as selected by the Master Servicer, provided that time deposits of such depository institutions would be an Eligible Investment. All Eligible Investments shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the Distribution Date following the date of the investment of such funds (the "Investment Withdrawal Distribution Date") if the obligor for such Eligible Investment is the Securities Administrator on or, if such direction which mature not later than obligor is any other Person, the Business Day next preceding the succeeding such Investment Withdrawal Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities AdministratorMaster Servicer. The Securities Administrator Master Servicer shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted an Eligible Investment or demand deposit, the Securities Administrator Master Servicer shall deposit the such amount of the loss in the related Distribution Account. With respect to the each Distribution Accounts Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § ss. 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

Distribution Accounts. (a) The Securities Administrator Trustee shall establish and maintain in the name of the Securities Administrator on behalf of the Trustee, for the benefit of the Group I Certificateholders and Group II Certificateholders, two Distribution Accounts as segregated non-interest bearing trust accounts. The Trustee will deposit in the Group I Distribution Account and the Group II related Distribution Account as segregated trust accountsidentified by the Trustee and as received by the Trustee, the following amounts: (i) All payments and recoveries in respect of principal on the related Mortgage Loans, including, without limitation, Principal Prepayments, Subsequent Recoveries, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments and recoveries in respect of interest on the related Mortgage Loans withdrawn by the related Servicer from the related Custodial Account and remitted by Servicers to the Trustee; (ii) Any Advance and any Compensating Interest Payments; (iii) Any Prepayment Charges collected by the Servicers in connection with the Principal Prepayment of any of the related Mortgage Loans (including any Servicer Prepayment Charge Payment Amounts); (iv) Any Insurance Proceeds or Liquidation Proceeds received by or on behalf of the Trustee or which were not deposited in a Custodial Account; (v) The Repurchase Price with respect to any M&T Mortgage Loan or GreenPoint Mortgage Loans purchased by the Seller or Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of such a Repurchase Price, the Repurchase Price with respect to any related M&T Mortgage Loans or GreenPoint Mortgage Loans purchased by the Depositor pursuant to Section 3.24, all proceeds of any related Mortgage Loans or property acquired with respect thereto repurchased by the Terminator pursuant to Section 10.01; (vi) Any amounts required to be deposited with respect to losses on investments of deposits in an Account; and (vii) Any other amounts received by or on behalf of the Trustee and required to be deposited in the related Distribution Account pursuant to this Agreement. (b) All amounts deposited to the Distribution Accounts shall be held by the Securities Administrator Trustee in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges, need not be credited by any Servicer to the Distribution Accounts. (c) The Distribution Accounts shall constitute Eligible Accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities Administrator, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed be invested by the Securities Administrator, held either uninvested or invested Trustee in Permitted Investments. All such investment income shall be for the name benefit of the Trustee, in such Permitted Investments as may and any losses incurred shall be selected deposited by the Securities Administrator on such direction which mature not later than the Business Day next preceding the succeeding Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit Trustee in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss in the Distribution Account. With respect to the Distribution Accounts and the funds deposited therein, the Securities Administrator shall take such action immediately as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporationsrealized.

Distribution Accounts. (a) The Securities Administrator shall establish and maintain in the name of the Securities Administrator on behalf of the Trustee, for the benefit of the Group I Certificateholders and Group II Certificateholders, the Group I Distribution Account and the Group II Distribution Account Accounts as segregated trust accounts. (b) All amounts deposited to the Distribution Accounts shall be held by the Securities Administrator in the name of the Trustee in trust for the benefit of the related Certificateholders in accordance with the terms and provisions of this Agreement. (c) The Distribution Accounts shall constitute Eligible Accounts of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities Administrator, and the Distribution Accounts and the funds deposited therein shall not be subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or depositors of the Securities Administrator (whether made directly, or indirectly through a liquidator or receiver of the Securities Administrator). The amount at any time credited to the Distribution Accounts may be, as directed by the Securities Administrator, held either uninvested or invested in the name of the Trustee, in such Permitted Investments as may be selected by the Securities Administrator on such direction which mature not later than the Business Day next preceding the succeeding Distribution Date. Permitted Investments in respect of the Distribution Accounts shall not be sold or disposed of prior to their maturity. All investment earnings on amounts on deposit in the Distribution Accounts or benefit from funds uninvested therein from time to time shall be for the account of the Securities Administrator. The Securities Administrator shall be permitted to receive distribution of any and all investment earnings from the Distribution Accounts on each Distribution Date. If there is any loss on a Permitted Investment or demand deposit, the Securities Administrator shall deposit the amount of the loss in the Distribution Account. With respect to the Distribution Accounts Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the related Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.