Common use of Xxxxxxx Trust Account Clause in Contracts

Xxxxxxx Trust Account. (a) On or before the issuance of the Certificates, the Trustee will open with an Eligible Depository one or more accounts in the name of the Trustee (or its designee) (collectively, the “Grantor Trust Account”) to hold funds for the benefit of the Holders of the Group 5 Classes. (b) The manner in which the Grantor Trust Account is maintained may at any time be changed without notice to, or the approval of, the Holders of the Group 5 Classes, so long as (i) the Grantor Trust Account is maintained with an Eligible Depository and (ii) funds held in the Grantor Trust Account by, or for the account of, the Trustee are at all times identified. (c) The Trustee will deposit all Security Distributions on the Group 5 MBS received by it hereunder into the Grantor Trust Account. All such Security Distributions deposited from time to time in the Grantor Trust Account, and all investments made with such funds, excluding interest earnings and other investment earnings, will be held in trust in the Grantor Trust Account for the benefit of the Holders of the Group 5 Classes as herein provided, subject to withdrawal by the Trustee for the purposes set forth in Section 5.04. (d) The Grantor Trust Account will not be part of any REMIC created hereby. No payments from the Grantor Trust Account to the Holders of the Group 5 Classes will be payments with respect to a “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.” (h) Section 5.02 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “All or a portion of the amounts on deposit in the Certificate Account or the Grantor Trust Account may be invested and reinvested in one or more investments that, at the time of their acquisition, are Eligible Investments maturing not later than the applicable Distribution Date or, if funds in the Certificate Account are to be transferred to another Certificate Account, by the expected date of transfer. Holders will have no right to interest earnings or other investment earnings on funds held in the Certificate Account or the Grantor Trust Account and such earnings will not be part of the Trust Fund. Earnings on the investments in the Certificate Account or the Grantor Trust Account will be applied to the payment of the Trust Administration Fee unless otherwise agreed by Xxxxxx Xxx.” (i) Section 5.03 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “If, with respect to any investment held in the Certificate Account or the Grantor Trust Account, both (i) the rating accorded by the applicable rating agency to the issuer of an investment or to the investment declines by two rating levels after acquisition of the investment and, (ii) as a result of the decline, the investment ceases to be an Eligible Investment, then the Trustee will cause that nonconforming investment to be sold as soon as practicable. Otherwise, except in the case of investments made in violation of this Trust Agreement, no investment may be sold prior to its maturity while in the Certificate Account or the Grantor Trust Account.” (j) Section 5.04 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: (a) Amounts credited to the Certificate Account and to the Grantor Trust Account on any Distribution Date will be withdrawn pursuant to Subsection 4.03(a) by the Trustee for application towards the distributions required by the Trust Documents. The Trustee may consolidate funds in one or more Certificate Accounts or Grantor Trust Accounts prior to transfer to the applicable Paying Agent. (b) At any time, the Trustee is authorized to withdraw or direct the withdrawal from the Certificate Account or the Grantor Trust Account for the following purposes (in each case, to the extent not previously paid or retained) to the extent funds for such purpose have been deposited to either such account: (i) to the Guarantor, amounts to reimburse the Guarantor for funding or payments made by it with respect to amounts that are subsequently recovered by the Trust and transferred to the Certificate Account or the Grantor Trust Account but are not required for payment to Holders; (ii) to the Trustee, to the extent of interest earnings and other investment earnings on the funds held in the Certificate Account or the Grantor Trust Account, for payment of the Trust Administration Fee; (iii) to the Trustee, any Additional Trust Expenses that are then due and payable; and (iv) to remove amounts that were not required to be deposited pursuant to Subsection 5.01(c) or Subsection 5.01A(c), and any excess Estimated Funding. (c) In the event that amounts remain in the Certificate Account or the Grantor Trust Account in any month following (A) distribution of the Certificate Distribution Amount for such month and (B) payment of amounts due pursuant to Subsection 5.04(b), such amounts may be withdrawn by the Trustee and retained by it as compensation for its administrative obligations hereunder but only to the extent such withdrawn amounts are not needed to make payment of the Certificate Distribution Amount in future periods. Any amount so withdrawn will no longer be a part of the Trust Fund.” (k) The first sentence of Subsection 5.05(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “To the extent necessary, the Guarantor unconditionally and irrevocably agrees to pay to the Trust the following amounts to the extent not otherwise available from funds in the Certificate Account or the Grantor Trust Account pursuant to Section 5.04:” (l) The first sentence of the final paragraph of Subsection 5.05(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “After the Guarantor is notified by the Trustee or applicable Paying Agent of the insufficiency of funds in the Certificate Account or the Grantor Trust Account to cover all such amounts, the Guarantor will transfer any such amounts to cover the insufficiency to the Certificate Account or the Grantor Trust Account, as applicable, or directly to the applicable Paying Agent in immediately available funds on or before the applicable Distribution Date for payment to the Trust.” (m) The first clause of Subsection 5.05(c) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “From time to time, the Guarantor may deposit Estimated Funding to the Certificate Account or the Grantor Trust Account,” (n) Section 12.04(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following:

Xxxxxxx Trust Account. (a) On or before the issuance of the Certificates, the Trustee will open with an Eligible Depository one or more accounts in the name of the Trustee (or its designee) (collectively, the “Grantor Trust Account”) to hold funds for the benefit of the Holders of the Group 5 1 Classes. (b) The manner in which the Grantor Trust Account is maintained may at any time be changed without notice to, or the approval of, the Holders of the Group 5 1 Classes, so long as (i) the Grantor Trust Account is maintained with an Eligible Depository and (ii) funds held in the Grantor Trust Account by, or for the account of, the Trustee are at all times identified. (c) The Trustee will deposit all Security Distributions on the Group 5 1 MBS received by it hereunder into the Grantor Trust Account. All such Security Distributions deposited from time to time in the Grantor Trust Account, and all investments made with such funds, excluding interest earnings and other investment earnings, will be held in trust in the Grantor Trust Account for the benefit of the Holders of the Group 5 1 Classes as herein provided, subject to withdrawal by the Trustee for the purposes set forth in Section 5.04. (d) The Grantor Trust Account will not be part of any REMIC created hereby. No payments from the Grantor Trust Account to the Holders of the Group 5 1 Classes will be payments with respect to a “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.” (h) Section 5.02 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “All or a portion of the amounts on deposit in the Certificate Account or the Grantor Trust Account may be invested and reinvested in one or more investments that, at the time of their acquisition, are Eligible Investments maturing not later than the applicable Distribution Date or, if funds in the Certificate Account are to be transferred to another Certificate Account, by the expected date of transfer. Holders will have no right to interest earnings or other investment earnings on funds held in the Certificate Account or the Grantor Trust Account and such earnings will not be part of the Trust Fund. Earnings on the investments in the Certificate Account or the Grantor Trust Account will be applied to the payment of the Trust Administration Fee unless otherwise agreed by Xxxxxx Xxx.” (i) Section 5.03 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “If, with respect to any investment held in the Certificate Account or the Grantor Trust Account, both (i) the rating accorded by the applicable rating agency to the issuer of an investment or to the investment declines by two rating levels after acquisition of the investment and, (ii) as a result of the decline, the investment ceases to be an Eligible Investment, then the Trustee will cause that nonconforming investment to be sold as soon as practicable. Otherwise, except in the case of investments made in violation of this Trust Agreement, no investment may be sold prior to its maturity while in the Certificate Account or the Grantor Trust Account.” (j) Section 5.04 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: (a) Amounts credited to the Certificate Account and to the Grantor Trust Account on any Distribution Date will be withdrawn pursuant to Subsection 4.03(a) by the Trustee for application towards the distributions required by the Trust Documents. The Trustee may consolidate funds in one or more Certificate Accounts or Grantor Trust Accounts prior to transfer to the applicable Paying Agent. (b) At any time, the Trustee is authorized to withdraw or direct the withdrawal from the Certificate Account or the Grantor Trust Account for the following purposes (in each case, to the extent not previously paid or retained) to the extent funds for such purpose have been deposited to either such account: (i) to the Guarantor, amounts to reimburse the Guarantor for funding or payments made by it with respect to amounts that are subsequently recovered by the Trust and transferred to the Certificate Account or the Grantor Trust Account but are not required for payment to Holders; (ii) to the Trustee, to the extent of interest earnings and other investment earnings on the funds held in the Certificate Account or the Grantor Trust Account, for payment of the Trust Administration Fee; (iii) to the Trustee, any Additional Trust Expenses that are then due and payable; and (iv) to remove amounts that were not required to be deposited pursuant to Subsection 5.01(c) or Subsection 5.01A(c), and any excess Estimated Funding. (c) In the event that amounts remain in the Certificate Account or the Grantor Trust Account in any month following (A) distribution of the Certificate Distribution Amount for such month and (B) payment of amounts due pursuant to Subsection 5.04(b), such amounts may be withdrawn by the Trustee and retained by it as compensation for its administrative obligations hereunder but only to the extent such withdrawn amounts are not needed to make payment of the Certificate Distribution Amount in future periods. Any amount so withdrawn will no longer be a part of the Trust Fund.” (k) The first sentence of Subsection 5.05(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “To the extent necessary, the Guarantor unconditionally and irrevocably agrees to pay to the Trust the following amounts to the extent not otherwise available from funds in the Certificate Account or the Grantor Trust Account pursuant to Section 5.04:” (l) The first sentence of the final paragraph of Subsection 5.05(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “After the Guarantor is notified by the Trustee or applicable Paying Agent of the insufficiency of funds in the Certificate Account or the Grantor Trust Account to cover all such amounts, the Guarantor will transfer any such amounts to cover the insufficiency to the Certificate Account or the Grantor Trust Account, as applicable, or directly to the applicable Paying Agent in immediately available funds on or before the applicable Distribution Date for payment to the Trust.” (m) The first clause of Subsection 5.05(c) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “From time to time, the Guarantor may deposit Estimated Funding to the Certificate Account or the Grantor Trust Account,” (n) Section 12.04(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following:

Xxxxxxx Trust Account. (a) On or before the issuance of the Certificates, the Trustee will open with an Eligible Depository one or more accounts in the name of the Trustee (or its designee) (collectively, the “Grantor Trust Account”) to hold funds for the benefit of the Holders of the Group 5 2 Classes. (b) The manner in which the Grantor Trust Account is maintained may at any time be changed without notice to, or the approval of, the Holders of the Group 5 2 Classes, so long as (i) the Grantor Trust Account is maintained with an Eligible Depository and (ii) funds held in the Grantor Trust Account by, or for the account of, the Trustee are at all times identified. (c) The Trustee will deposit all Security Distributions on the Group 5 2 MBS received by it hereunder into the Grantor Trust Account. All such Security Distributions deposited from time to time in the Grantor Trust Account, and all investments made with such funds, excluding interest earnings and other investment earnings, will be held in trust in the Grantor Trust Account for the benefit of the Holders of the Group 5 2 Classes as herein provided, subject to withdrawal by the Trustee for the purposes set forth in Section 5.04. (d) The Grantor Trust Account will not be part of any REMIC created hereby. No payments from the Grantor Trust Account to the Holders of the Group 5 2 Classes will be payments with respect to a “regular interest” in a REMIC within the meaning of Section 860G(a)(1860G(a)(i) of the Code.” (hi) Section 5.02 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “All or a portion of the amounts on deposit in the Certificate Account or the Grantor Trust Account may be invested and reinvested in one or more investments that, at the time of their acquisition, are Eligible Investments maturing not later than the applicable Distribution Date or, if funds in the Certificate Account are to be transferred to another Certificate Account, by the expected date of transfer. Holders will have no right to interest earnings or other investment earnings on funds held in the Certificate Account or the Grantor Trust Account and such earnings will not be part of the Trust Fund. Earnings on the investments in the Certificate Account or the Grantor Trust Account will be applied to the payment of the Trust Administration Fee unless otherwise agreed by Xxxxxx Xxx.” (ij) Section 5.03 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “If, with respect to any investment held in the Certificate Account or the Grantor Trust Account, both (i) the rating accorded by the applicable rating agency to the issuer of an investment or to the investment declines by two rating levels after acquisition of the investment and, (ii) as a result of the decline, the investment ceases to be an Eligible Investment, then the Trustee will cause that nonconforming investment to be sold as soon as practicable. Otherwise, except in the case of investments made in violation of this Trust Agreement, no investment may be sold prior to its maturity while in the Certificate Account or the Grantor Trust Account.” (jk) Section 5.04 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: (a) Amounts credited to the Certificate Account and to the Grantor Trust Account on any Distribution Date will be withdrawn pursuant to Subsection 4.03(a) by the Trustee for application towards the distributions required by the Trust Documents. The Trustee may consolidate funds in one or more Certificate Accounts or Grantor Trust Accounts prior to transfer to the applicable Paying Agent. (b) At any time, the Trustee is authorized to withdraw or direct the withdrawal from the Certificate Account or the Grantor Trust Account for the following purposes (in each case, to the extent not previously paid or retained) to the extent funds for such purpose have been deposited to either such account: (i) to the Guarantor, amounts to reimburse the Guarantor for funding or payments made by it with respect to amounts that are subsequently recovered by the Trust and transferred to the Certificate Account or the Grantor Trust Account but are not required for payment to Holders; (ii) to the Trustee, to the extent of interest earnings and other investment earnings on the funds held in the Certificate Account or the Grantor Trust Account, for payment of the Trust Administration Fee; (iii) to the Trustee, any Additional Trust Expenses that are then due and payable; and (iv) to remove amounts that were not required to be deposited pursuant to Subsection 5.01(c) or Subsection 5.01A(c), and any excess Estimated Funding. (c) In the event that amounts remain in the Certificate Account or the Grantor Trust Account in any month following (A) distribution of the Certificate Distribution Amount for such month and (B) payment of amounts due pursuant to Subsection 5.04(b), such amounts may be withdrawn by the Trustee and retained by it as compensation for its administrative obligations hereunder but only to the extent such withdrawn amounts are not needed to make payment of the Certificate Distribution Amount in future periods. Any amount so withdrawn will no longer be a part of the Trust Fund.” (kl) The first sentence of Subsection 5.05(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “To the extent necessary, the Guarantor unconditionally and irrevocably agrees to pay to the Trust the following amounts to the extent not otherwise available from funds in the Certificate Account or the Grantor Trust Account pursuant to Section 5.04:” (lm) The first sentence of the final paragraph of Subsection 5.05(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “After the Guarantor is notified by the Trustee or applicable Paying Agent of the insufficiency of funds in the Certificate Account or the Grantor Trust Account to cover all such amounts, the Guarantor will transfer any such amounts to cover the insufficiency to the Certificate Account or the Grantor Trust Account, as applicable, or directly to the applicable Paying Agent in immediately available funds on or before the applicable Distribution Date for payment to the Trust.” (mn) The first clause of Subsection 5.05(c) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “From time to time, the Guarantor may deposit Estimated Funding to the Certificate Account or the Grantor Trust Account,” (no) Section 12.04(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following:

Xxxxxxx Trust Account. (a) On or before the issuance of the Certificates, the Trustee will open with an Eligible Depository one or more accounts in the name of the Trustee (or its designee) (collectively, the “Grantor Trust Account”) to hold funds for the benefit of the Holders of the Group 5 Classes and Group 7 Classes. (b) The manner in which the Grantor Trust Account is maintained may at any time be changed without notice to, or the approval of, the Holders of the Group 5 Classes or Group 7 Classes, so long as (i) the Grantor Trust Account is maintained with an Eligible Depository and (ii) funds held in the Grantor Trust Account by, or for the account of, the Trustee are at all times identified. (c) The Trustee will deposit all Security Distributions on the Group 5 MBS and Group 7 MBS received by it hereunder into the Grantor Trust Account. All such Security Distributions deposited from time to time in the Grantor Trust Account, and all investments made with such funds, excluding interest earnings and other investment earnings, will be held in trust in the Grantor Trust Account for the benefit of the Holders of the Group 5 Classes or Group 7 Classes, as applicable, as herein provided, subject to withdrawal by the Trustee for the purposes set forth in Section 5.04. (d) The Grantor Trust Account will not be part of any REMIC created hereby. No payments from the Grantor Trust Account to the Holders of the Group 5 Classes or Group 7 Classes will be payments with respect to a “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.” (h) Section 5.02 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “All or a portion of the amounts on deposit in the Certificate Account or the Grantor Trust Account may be invested and reinvested in one or more investments that, at the time of their acquisition, are Eligible Investments maturing not later than the applicable Distribution Date or, if funds in the Certificate Account are to be transferred to another Certificate Account, by the expected date of transfer. Holders will have no right to interest earnings or other investment earnings on funds held in the Certificate Account or the Grantor Trust Account and such earnings will not be part of the Trust Fund. Earnings on the investments in the Certificate Account or the Grantor Trust Account will be applied to the payment of the Trust Administration Fee unless otherwise agreed by Xxxxxx Xxx.” (i) Section 5.03 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “If, with respect to any investment held in the Certificate Account or the Grantor Trust Account, both (i) the rating accorded by the applicable rating agency to the issuer of an investment or to the investment declines by two rating levels after acquisition of the investment and, (ii) as a result of the decline, the investment ceases to be an Eligible Investment, then the Trustee will cause that nonconforming investment to be sold as soon as practicable. Otherwise, except in the case of investments made in violation of this Trust Agreement, no investment may be sold prior to its maturity while in the Certificate Account or the Grantor Trust Account.” (j) Section 5.04 of the Trust Agreement is hereby deleted and replaced in its entirety by the following: (a) Amounts credited to the Certificate Account and to the Grantor Trust Account on any Distribution Date will be withdrawn pursuant to Subsection 4.03(a) by the Trustee for application towards the distributions required by the Trust Documents. The Trustee may consolidate funds in one or more Certificate Accounts or Grantor Trust Accounts prior to transfer to the applicable Paying Agent. (b) At any time, the Trustee is authorized to withdraw or direct the withdrawal from the Certificate Account or the Grantor Trust Account for the following purposes (in each case, to the extent not previously paid or retained) to the extent funds for such purpose have been deposited to either such account: (i) to the Guarantor, amounts to reimburse the Guarantor for funding or payments made by it with respect to amounts that are subsequently recovered by the Trust and transferred to the Certificate Account or the Grantor Trust Account but are not required for payment to Holders; (ii) to the Trustee, to the extent of interest earnings and other investment earnings on the funds held in the Certificate Account or the Grantor Trust Account, for payment of the Trust Administration Fee; (iii) to the Trustee, any Additional Trust Expenses that are then due and payable; and (iv) to remove amounts that were not required to be deposited pursuant to Subsection 5.01(c) or Subsection 5.01A(c), and any excess Estimated Funding. (c) In the event that amounts remain in the Certificate Account or the Grantor Trust Account in any month following (A) distribution of the Certificate Distribution Amount for such month and (B) payment of amounts due pursuant to Subsection 5.04(b), such amounts may be withdrawn by the Trustee and retained by it as compensation for its administrative obligations hereunder but only to the extent such withdrawn amounts are not needed to make payment of the Certificate Distribution Amount in future periods. Any amount so withdrawn will no longer be a part of the Trust Fund.” (k) The first sentence of Subsection 5.05(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “To the extent necessary, the Guarantor unconditionally and irrevocably agrees to pay to the Trust the following amounts to the extent not otherwise available from funds in the Certificate Account or the Grantor Trust Account pursuant to Section 5.04:” (l) The first sentence of the final paragraph of Subsection 5.05(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “After the Guarantor is notified by the Trustee or applicable Paying Agent of the insufficiency of funds in the Certificate Account or the Grantor Trust Account to cover all such amounts, the Guarantor will transfer any such amounts to cover the insufficiency to the Certificate Account or the Grantor Trust Account, as applicable, or directly to the applicable Paying Agent in immediately available funds on or before the applicable Distribution Date for payment to the Trust.” (m) The first clause of Subsection 5.05(c) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: “From time to time, the Guarantor may deposit Estimated Funding to the Certificate Account or the Grantor Trust Account,” (n) Section 12.04(a) of the Trust Agreement is hereby deleted and replaced in its entirety by the following: