Common use of Distributions and Payments Clause in Contracts

Distributions and Payments. Section 6.1 Establishment of Certificate Account, Additional Certificate Account, Capitalized Interest Account and Pre-Funding Account; Deposits to the Certificate Account, the Additional Certificate Account, Capitalized Interest Account and the Pre-Funding Account. (a) The Trustee shall establish and maintain the Certificate Account which shall be titled "Certificate Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A and Class R" and which shall be an Eligible Account. Notice of the establishment of the Certificate Account shall be promptly provided in writing to each of the Servicer, the Rating Agencies and the Certificate Insurer. (b) The Trustee shall establish and maintain the Additional Certificate Account which shall be titled "Additional Certificate Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Additional Certificates." Notice of the establishment of the Additional Certificate Account shall be promptly provided in writing to each of the Servicer, the Certificate Insurer and the Holder of the Additional Certificate. (i) The Trustee shall establish and maintain the Pre-Funding Account which shall be titled "Pre-Funding Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Original Group I Pre-Funded Amount from the proceeds of the sale of the Class A-1 Certificates and the Original Group II Pre-Funded Amount from the proceeds of the sale of the Group II Certificates into the Pre-Funding Account on the Closing Date. (ii) The Trustee shall establish and maintain the Capitalized Interest Account which shall be titled "Capitalized Interest Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Capitalized Interest Requirement from the proceeds of the sale of the Class A Certificates into the Capitalized Interest Account on the Closing Date unless an Eligible Letter of Credit with respect to such amount has been delivered to the Trustee on the Closing Date. (d) The Servicer may direct the Trustee in writing to invest the funds in the Certificate Account, the Capitalized Interest Account and the Pre-Funding Account only in Permitted Investments which mature not later than the second Business Day prior to the Remittance Date and thereafter all such funds shall be held by the Trustee uninvested. No Permitted Investment shall be sold or disposed of at a gain prior to maturity unless the Servicer has delivered to the Trustee an Opinion of Counsel (at the Servicer's expense) that such sale or disposition will not cause the Trust Fund to be subject to the tax on income from prohibited transactions imposed by Code Section 860F(a)(1), otherwise subject the Trust Fund to tax or cause the _____ REMIC to fail to qualify as a REMIC. All income (other than any gain from a sale or disposition of the type referred to in the preceding sentence or such income from amounts on deposit in the Pre-Funding Account) realized from any such Permitted Investment shall be for the benefit of the Servicer as additional servicing compensation. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Servicer out of its own funds immediately as realized. (e) On each Servicer Remittance Date, the Servicer shall cause to be deposited in the Certificate Account (i) from funds on deposit in the Trustee Collection Account, an amount equal to the Servicer Remittance Amount with respect to Group I (net of the amount to be deposited pursuant to clause (ii) below) and the Servicer Remittance Amount with respect to Group II (net of the amount to be deposited pursuant to clause (ii) below), (ii) from funds on deposit in the Collection Account or the Trustee Collection Account, the Net Foreclosure Profits for the related Group, if any with respect to the related Remittance Date, minus any portion thereof payable to the Servicer pursuant to Section 5.3, net of the Additional Certificate Allocation, (iii) from funds on deposit in the Capitalized Interest Account, the Capitalized Interest Deposit Amount for such Remittance Date and (iv) from funds on deposit in the Pre-Funding Account, any such amount that constitutes a portion of the Servicer Remittance Amount. (f) On the second Business Day prior to each Remittance Date, the Trustee shall transfer funds on deposit in the Trustee Collection Account into the Certificate Account in the amount specified by the Servicer pursuant to Section 6.4(d) hereof. On each of the first three Remittance Dates, to the extent funds in the Certificate Account are insufficient to pay the amounts required by Sections 6.5(a)(i) - (vi), the Trustee shall withdraw from the Capitalized Interest Account (or make a drawing on the Letter of Credit) and deposit in the Certificate Account the related Capitalized Interest Deposit Amount. On the Business Day prior to the Remittance Date immediately following the end of the Pre-Funding Period the Trustee shall transfer all amounts then on deposit in the Pre-Funding Account to the Certificate Account. (g) On the second Business Day prior to each Remittance Date, the Servicer shall cause to be deposited in the Additional Certificate Account, all amounts on deposit in the Trustee Collection Account and the Collection Account allocable to the Additional Certificate in accordance with the definition of Servicer Remittance Amount and the definition of Additional Certificate Allocation hereof. All funds herein required to be deposited in the Additional Certificate Account shall be allocated at the direction of the Holder of the Additional Certificate.

Distributions and Payments. Section 6.1 Establishment of Certificate Account, Additional Certificate Account, Capitalized Interest Account and Pre-Funding Account; Deposits to the Certificate Account, the Additional Certificate Account, Capitalized Interest Account and the Pre-Funding Account. (a) The Trustee shall establish and maintain the Certificate Account which shall be titled "Certificate Account, ________________The Chase Manhattan Bank, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____1996-1, Class A and Class R" and which shall be an Eligible Account. Notice of the establishment of the Certificate Account shall be promptly provided in writing to each of the Servicer, the Rating Agencies and the Certificate Insurer. (b) The Trustee shall establish and maintain the Additional Certificate Account which shall be titled "Additional Certificate Account, ________________The Chase Manhattan Bank, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____1996-1, Additional Certificates." Notice of the establishment of the Additional Certificate Account shall be promptly provided in writing to each of the Servicer, the Certificate Insurer and the Holder of the Additional Certificate. (ic) The Trustee shall establish and maintain the Pre-Funding Account which shall be titled "Pre-Funding Account, ________________The Chase Manhattan Bank, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____1996-1, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Original Group I Pre-Funded Amount from the proceeds of the sale of the Class A-1 Certificates and the Original Group II Pre-Funded Amount from the proceeds of the sale of the Group II Certificates into the Pre-Funding Account on the Closing Date. (ii) . The Trustee shall establish and maintain the Capitalized Interest Account which shall be titled "Capitalized Interest Account, ________________The Chase Manhattan Bank, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____1996-1, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Capitalized Interest Requirement from the proceeds of the sale of the Class A Certificates into the Capitalized Interest Account on the Closing Date unless an Eligible Letter of Credit with respect to such amount has been delivered to the Trustee on the Closing Date.. 103 (d) The Servicer may direct the Trustee in writing to invest the funds in the Certificate Account, the Capitalized Interest Pre-Funding Account and the Pre-Funding Capitalized Interest Account only in Permitted Investments which mature not later than the second Business Day prior to the Remittance Date and thereafter all such funds shall be held by the Trustee uninvestedDate. No Permitted Investment shall be sold or disposed of at a gain prior to maturity unless the Servicer has delivered to the Trustee an Opinion of Counsel (at the Servicer's expense) that such sale or disposition will not cause the Trust Fund to be subject to the tax on income from prohibited transactions imposed by Code Section 860F(a)(1), otherwise subject the Trust Fund to tax or cause the _____ 1996-1 REMIC to fail to qualify as a REMIC. All income (other than any gain from a sale or disposition of the type referred to in the preceding sentence or such income from amounts on deposit in the Pre-Pre- Funding Account) realized from any such Permitted Investment of amounts on deposit in the Certificate Account shall be for the benefit of the Servicer as additional servicing compensation. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Servicer out of its own funds immediately as realized. (e) On each Servicer Remittance Date, the Servicer shall cause to be deposited in the Certificate Account (i) from funds on deposit in the Trustee Collection Account, an amount equal to the Servicer Remittance Amount with respect to Group I (net of the amount to be deposited pursuant to clause (ii) below) and the Servicer Remittance Amount with respect to Group II (net of the amount to be deposited pursuant to clause (ii) below), (ii) from funds on deposit in the Collection Account or the Trustee Collection Account, the Net Foreclosure Profits for the related Group, if any with respect to the related Remittance Date, minus any portion thereof payable to the Servicer pursuant to Section 5.3, net of the Additional Certificate Allocation, (iii) from funds on deposit in the Capitalized Interest Account, the Capitalized Interest Deposit Amount for such Remittance Date and (iv) from funds on deposit in the Pre-Pre- Funding Account, any such amount that constitutes a portion of the Servicer Remittance Amount. (f) On the second Business Day prior to each Remittance Date, the Trustee shall transfer funds on deposit in the Trustee Collection Account into the Certificate Account in the amount specified by the Servicer pursuant to Section 6.4(d) hereof. On the Business Day prior to each of the first three Remittance Dates, to the extent funds in the Certificate Account are insufficient to pay the amounts required by Sections 6.5(a)(i) - (vi)Date, the Trustee shall withdraw from transfer funds on deposit in the Capitalized Interest Account (or make a drawing on equal to the Letter of Credit) and deposit in the Certificate Account the related Capitalized Interest Deposit AmountAmount to the Certificate Account. On the Business Day prior to the Remittance Date immediately following the end of the Pre-Funding Period the Trustee shall transfer all amounts then on deposit in the Pre-Funding Account to the Certificate Account. (g) On the second Business Day prior to each Remittance Date, the Servicer shall cause to be deposited in the Additional Certificate Account, all amounts on deposit in the Trustee Collection Account and the Collection Account allocable to the Additional Certificate in accordance with the definition of Servicer Remittance Amount and the definition of Additional Certificate Allocation hereof. All funds herein required to be deposited in the Additional Certificate Account shall be allocated at the direction of the Holder of the Additional Certificate.104

Distributions and Payments. Section 6.1 Establishment of Certificate Account, Additional Certificate Account, Capitalized Interest Account and Pre-Funding Account; Deposits to the Certificate Account, the Additional Certificate Account, Capitalized Interest Account and the Pre-Funding Account. (a) The Prior to a CP Swap Termination Event, on each Distribution Date the Trustee shall establish and maintain the Certificate Account which shall be titled "Certificate Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A and Class R" and which shall be an Eligible Account. Notice of the establishment of the Certificate Account shall be promptly provided in writing to each of the Servicer, the Rating Agencies and the Certificate Insurer. (b) The Trustee shall establish and maintain the Additional Certificate Account which shall be titled "Additional Certificate Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Additional Certificates." Notice of the establishment of the Additional Certificate Account shall be promptly provided in writing to each of the Servicer, the Certificate Insurer and the Holder of the Additional Certificate. (i) The Trustee shall establish and maintain the Pre-Funding Account which shall be titled "Pre-Funding Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Original Group I Pre-Funded Amount from the proceeds of the sale of the Class A-1 Certificates and the Original Group II Pre-Funded Amount from the proceeds of the sale of the Group II Certificates into the Pre-Funding Account on the Closing Date. (ii) The Trustee shall establish and maintain the Capitalized Interest Account which shall be titled "Capitalized Interest Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Capitalized Interest Requirement from the proceeds of the sale of the Class A Certificates into the Capitalized Interest Account on the Closing Date unless an Eligible Letter of Credit with respect to such amount has been delivered to the Trustee on the Closing Date. (d) The Servicer may direct the Trustee in writing to invest apply the funds in the Certificate Account, the Capitalized Interest Account and the Pre-Funding Account only in Permitted Investments which mature not later than the second Business Day prior solely to the Remittance Date and thereafter all such funds shall be held extent of Available Funds in the Certificate Account, as follows: (i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee uninvested. No Permitted Investment shall be sold or disposed in accordance with Section 6(b) hereof and approved by not less than 100% of at a gain prior to maturity unless the Servicer has delivered Certificateholders; (ii) second, pro rata to the Trustee an Opinion holders of Counsel (Certificates, distributions at the Servicer's expenserate determined by reference to the then-applicable Floating Rate on the stated amount of the Certificates to holders of the Certificates on such Distribution Date, commencing on the earlier to occur of an Unscheduled Payment Date and September 15, 2004 and ending on the Final Scheduled Distribution Date; (iii) that such sale third, pro rata or, as applicable, by lot as selected by the Trustee in the event of a partial redemption, to the Certificateholders, any distribution of the principal amount (or disposition will make-whole amount, if any) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates; (iv) fourth, to the Swap Counterparty, in satisfaction of any Trust Swap Termination Payment then due and payable; (v) fifth, pro rata, to the Certificateholders, any make-whole amount not cause otherwise paid to the Swap Counterparty pursuant to clause (iv) above; (vi) sixth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust Fund to be subject in satisfaction of liabilities thereto; and (vii) seventh, to the tax on income from prohibited transactions imposed by Code Section 860F(a)(1), otherwise subject the Trust Fund to tax or cause the _____ REMIC to fail to qualify as a REMIC. All income (other than any gain from a sale or disposition of the type referred to extent there remain Available Funds in the preceding sentence or such income from amounts on deposit in the Pre-Funding Certificate Account) realized from any such Permitted Investment shall be for the benefit of the Servicer as additional servicing compensation. The amount of any losses incurred in respect of any such investments shall be deposited , to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc. and if no Available Funds remain in the Certificate Account by then no distribution will be made pursuant to this Section 5(a)(vii). Subject to Section 9(c) hereof, to the Servicer out extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available in the Available Funds to pay such shortfall. Neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. nor any of its own funds immediately as realized. (eAffiliates will have any claim against the Trust pursuant to Section 5(a)(vi) On each Servicer Remittance Date, if the Servicer shall cause Trust fails to be deposited make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date. (b) Following the occurrence of a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows: (i) from funds on deposit in first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee Collection Account, an amount equal to the Servicer Remittance Amount in accordance with respect to Group I (net Section 6(b) hereof and approved by not less than 100% of the amount to be deposited pursuant to clause Certificateholders; (ii) below) and second, pro rata or, as applicable, by lot as selected by the Servicer Remittance Amount with respect Trustee in the event of a partial redemption, to Group II (net the holders of the amount to be deposited pursuant to clause (ii) below)Certificates, (ii) from funds on deposit in the Collection Account or the Trustee Collection Account, the Net Foreclosure Profits for distributions accrued during the related Group, if any with respect to Collection Period at the related Remittance Date, minus any portion thereof payable to rate of 4.875% per annum on the Servicer pursuant to Section 5.3, net stated amount of the Additional Certificate Allocation, Certificates to holders of the Certificates on such Distribution Date; (iii) from funds on deposit third, distributed to the holders of the Certificates pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the Capitalized Interest Account, receipt by the Capitalized Interest Deposit Amount for such Remittance Date and Trustee of any interest payment on the Underlying Securities; (iv) from funds on deposit fourth, pro rata or, as applicable, by lot as selected by the Trustee in the Preevent of a partial redemption, to the Certificateholders, any distribution of the principal amount (or make-Funding whole amount, if any) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates; (v) fifth, to the extent there remain Available Funds in the Certificate Account, to any such amount that constitutes a portion creditors of the Servicer Remittance AmountTrust in satisfaction of liabilities thereto; and (vi) sixth, to the extent there remain Available Funds in the Certificate Account, to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc. and if no Available remain in the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). (fc) Notwithstanding Section 14(b) hereof, on each Payment Date prior to a CP Swap Termination Event, and in accordance with the terms of the Swap Agreement, the Trustee shall pay to the Swap Counterparty any interest amounts actually received; provided, however, that upon the occurrence of a CP Swap Termination Event, the Trustee shall cease paying any amounts to the Swap Counterparty. For the avoidance of doubt, such payment of interest does not include the make-whole amount, if any. (d) On the second Business Day prior to each Remittance an Optional Exchange Date, the Trustee shall transfer funds on deposit in distribute to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of its Affiliates, other than the Trustee Collection Account into the Certificate Account in the amount specified by the Servicer Depositor, or any other Person exercising an optional exchange pursuant to Section 6.4(d) 7 hereof. On each of , as the first three Remittance Datescase may be, to the extent funds in the Certificate Account are insufficient to pay the amounts required by Sections 6.5(a)(i) - (vi), the Trustee shall withdraw from the Capitalized Interest Account (or make a drawing on the Letter of Credit) and deposit in the Certificate Account the related Capitalized Interest Deposit Amount. On the Business Day prior to the Remittance Date immediately following the end of the Pre-Funding Period the Trustee shall transfer all amounts then on deposit in the Pre-Funding Account to the Certificate Account. (g) On the second Business Day prior to each Remittance Date, the Servicer shall cause to be deposited in the Additional Certificate Account, all amounts on deposit in the Trustee Collection Account and the Collection Account allocable to the Additional Certificate Underlying Securities in accordance with the definition of Servicer Remittance Amount and the definition of Additional Certificate Allocation Section 7 hereof. All funds herein required to be deposited in the Additional Certificate Account shall be allocated at the direction of the Holder of the Additional Certificate.

Distributions and Payments. Section 6.1 Establishment of Certificate Account, Additional Certificate Account, Capitalized Interest Account and Pre-Funding Account; Deposits to the Certificate Account, the Additional Certificate Account, Capitalized Interest Account and the Pre-Funding Account. (a) The Prior to a CP Swap Termination Event, on each Distribution Date the Trustee shall establish and maintain the Certificate Account which shall be titled "Certificate Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A and Class R" and which shall be an Eligible Account. Notice of the establishment of the Certificate Account shall be promptly provided in writing to each of the Servicer, the Rating Agencies and the Certificate Insurer. (b) The Trustee shall establish and maintain the Additional Certificate Account which shall be titled "Additional Certificate Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Additional Certificates." Notice of the establishment of the Additional Certificate Account shall be promptly provided in writing to each of the Servicer, the Certificate Insurer and the Holder of the Additional Certificate. (i) The Trustee shall establish and maintain the Pre-Funding Account which shall be titled "Pre-Funding Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Original Group I Pre-Funded Amount from the proceeds of the sale of the Class A-1 Certificates and the Original Group II Pre-Funded Amount from the proceeds of the sale of the Group II Certificates into the Pre-Funding Account on the Closing Date. (ii) The Trustee shall establish and maintain the Capitalized Interest Account which shall be titled "Capitalized Interest Account, ________________, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Capitalized Interest Requirement from the proceeds of the sale of the Class A Certificates into the Capitalized Interest Account on the Closing Date unless an Eligible Letter of Credit with respect to such amount has been delivered to the Trustee on the Closing Date. (d) The Servicer may direct the Trustee in writing to invest apply the funds in the Certificate Account, the Capitalized Interest Account and the Pre-Funding Account only in Permitted Investments which mature not later than the second Business Day prior solely to the Remittance Date and thereafter all such funds shall be held extent of Available Funds in the Certificate Account, as follows: (i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee uninvested. No Permitted Investment shall be sold or disposed in accordance with Section 6(b) hereof and approved by not less than 100% of at a gain prior to maturity unless the Servicer has delivered Certificateholders; (ii) second, pro rata to the Trustee an Opinion holders of Counsel (Certificates, distributions at the Servicer's expenserate determined by reference to the then-applicable Floating Rate on the stated amount of the Certificates to holders of the Certificates on such Distribution Date, commencing on August 15, 2004 and ending on the Final Scheduled Distribution Date; (iii) that such sale third, pro rata to the holders of the Certificates, any Deferred Interest; (iv) fourth, pro rata, to the Certificateholders, any distribution of the principal amount or disposition will Make-whole Amount (as defined in the Underlying Securities Indenture) in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates; (v) fifth, to the Swap Counterparty, in satisfaction of any Trust Swap Termination Payment then due and payable; (vi) sixth, pro rata, to the Certificateholders, any Make-whole Amount not cause otherwise paid to the Swap Counterparty pursuant to clause (v) above; (vii) seventh, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust Fund to be subject in satisfaction of liabilities thereto; and (viii) eighth, to the tax extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fun▇▇ ▇▇▇▇i▇ ▇▇ the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on income from prohibited transactions imposed by Code any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available in the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim aga▇▇▇▇ ▇▇e ▇▇▇▇t pursuant to Section 860F(a)(1), otherwise subject 5(a)(vi) if the Trust Fund fails to tax or cause the _____ REMIC make a distribution on a Distribution Date to fail to qualify as a REMIC. All income (other than any gain from a sale or disposition of the type referred to in the preceding sentence or such income from amounts on deposit in the Pre-Funding Account) realized from any such Permitted Investment shall be for the benefit of the Servicer as additional servicing compensation. The amount of any losses incurred in respect of any such investments shall be deposited person because no Available Funds remain in the Certificate Account by the Servicer out of its own funds immediately as realizedon such Distribution Date. (eb) Following the occurrence of a CP Swap Termination Event, on each Distribution Date the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows: (i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders; (ii) second, pro rata to the holders of the Certificates, distributions accrued during the related Collection Period at the rate of 6.345% per annum on the stated amount of the Certificates to holders of the Certificates on such Distribution Date; (iii) third, distributed to the holders of the Certificates pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; (iv) fourth, pro rata, to the Certificateholders, any distribution of the principal amount or Make-whole Amount in whole or in part, of the Underlying Securities up to 100% of the principal amount of the Certificates; (v) fifth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and (vi) sixth, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Fun▇▇ ▇▇▇▇i▇ ▇▇ the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). (c) On each Servicer Remittance DatePayment Date prior to a CP Swap Termination Event, and in accordance with the terms of the Swap Agreement, the Servicer Trustee shall cause pay to be deposited in the Certificate Account (i) from funds on deposit in Swap Counterparty any interest amounts actually received; provided, however, that upon the occurrence of a CP Swap Termination Event, the Trustee Collection Account, an amount equal shall cease paying any amounts to the Servicer Remittance Amount with respect to Group I (net of the amount to be deposited pursuant to clause (ii) below) and the Servicer Remittance Amount with respect to Group II (net of the amount to be deposited pursuant to clause (ii) below), (ii) from funds on deposit in the Collection Account or the Trustee Collection Account, the Net Foreclosure Profits for the related Group, if any with respect to the related Remittance Date, minus any portion thereof payable to the Servicer pursuant to Section 5.3, net of the Additional Certificate Allocation, (iii) from funds on deposit in the Capitalized Interest Account, the Capitalized Interest Deposit Amount for such Remittance Date and (iv) from funds on deposit in the Pre-Funding Account, any such amount that constitutes a portion of the Servicer Remittance AmountSwap Counterparty. (fd) On the second Business Day prior to each Remittance an Optional Exchange Date, the Trustee shall transfer funds on deposit in distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Trustee Collection Account into the Certificate Account in the amount specified by the Servicer Deposito▇, ▇▇ ▇n▇ ▇▇▇er Person exercising an optional exchange pursuant to Section 6.4(d) 7 hereof. On each of , as the first three Remittance Datescase may be, to the extent funds in the Certificate Account are insufficient to pay the amounts required by Sections 6.5(a)(i) - (vi), the Trustee shall withdraw from the Capitalized Interest Account (or make a drawing on the Letter of Credit) and deposit in the Certificate Account the related Capitalized Interest Deposit Amount. On the Business Day prior to the Remittance Date immediately following the end of the Pre-Funding Period the Trustee shall transfer all amounts then on deposit in the Pre-Funding Account to the Certificate Account. (g) On the second Business Day prior to each Remittance Date, the Servicer shall cause to be deposited in the Additional Certificate Account, all amounts on deposit in the Trustee Collection Account and the Collection Account allocable to the Additional Certificate Underlying Securities in accordance with the definition of Servicer Remittance Amount and the definition of Additional Certificate Allocation Section 7 hereof. All funds herein required to be deposited in the Additional Certificate Account shall be allocated at the direction of the Holder of the Additional Certificate.

Distributions and Payments. Section 6.1 Establishment of Certificate Account, Additional Certificate Account, Capitalized Interest Account and Pre-Funding Account; Deposits to the Certificate Account, the Additional Certificate Account, Capitalized Interest Account and the Pre-Funding Account. (a) The Trustee shall establish and maintain the Certificate Account which shall be titled "Certificate Account, ________________The Chase Manhattan Bank, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____1997-2, Class A and Class R" and which shall be an Eligible Account. Notice of the establishment of the Certificate Account shall be promptly provided in writing to each of the Servicer, the Rating Agencies and the Certificate Insurer. (b) The Trustee shall establish and maintain the Additional Certificate Account which shall be titled "Additional Certificate Account, ________________The Chase Manhattan Bank, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____1997-2, Additional Certificates." Notice of the establishment of the Additional Certificate Account shall be promptly provided in writing to each of the Servicer, the Certificate Insurer and the Holder of the Additional Certificate. (i) The Trustee shall establish and maintain the Pre-Funding Account which shall be titled "Pre-Funding Account, ________________The Chase Manhattan Bank, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____1997-2, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Original Group I Pre-Funded Amount from the proceeds of the sale of the Class A-1 Certificates and the Original Group II Pre-Funded Amount from the proceeds of the sale of the Group II Certificates into the Pre-Funding Account on the Closing Date. (ii) The Trustee shall establish and maintain the Capitalized Interest Account which shall be titled "Capitalized Interest Account, ________________The Chase Manhattan Bank, as trustee for the registered holders of Mortgage Pass-Through Certificates, Series _____1997-2, Class A" and which shall be an Eligible Account. The Trustee shall deposit the Capitalized Interest Requirement from the proceeds of the sale of the Class A Certificates into the Capitalized Interest Account on the Closing Date unless an Eligible Letter of Credit with respect to such amount has been delivered to the Trustee on the Closing Date. (d) The Servicer may direct the Trustee in writing to invest the funds in the Certificate Account, the Capitalized Interest Account and the Pre-Funding Account only in Permitted Investments which mature not later than the second Business Day prior to the Remittance Date and thereafter all such funds shall be held by the Trustee uninvested. No Permitted Investment shall be sold or disposed of at a gain prior to maturity unless the Servicer has delivered to the Trustee an Opinion of Counsel (at the Servicer's expense) that such sale or disposition will not cause the Trust Fund to be subject to the tax on income from prohibited transactions imposed by Code Section 860F(a)(1), otherwise subject the Trust Fund to tax or cause the _____ 1997-2 REMIC to fail to qualify as a REMIC. All income (other than any gain from a sale or disposition of the type referred to in the preceding sentence or such income from amounts on deposit in the Pre-Funding Account) realized from any such Permitted Investment shall be for the benefit of the Servicer as additional servicing compensation. The amount of any losses incurred in respect of any such investments shall be deposited in the Certificate Account by the Servicer out of its own funds immediately as realized. (e) On each Servicer Remittance Date, the Servicer shall cause to be deposited in the Certificate Account (i) from funds on deposit in the Trustee Collection Account, an amount equal to the Servicer Remittance Amount with respect to Group I (net of the amount to be deposited pursuant to clause (ii) below) and the Servicer Remittance Amount with respect to Group II (net of the amount to be deposited pursuant to clause (ii) below), (ii) from funds on deposit in the Collection Account or the Trustee Collection Account, the Net Foreclosure Profits for the related Group, if any with respect to the related Remittance Date, minus any portion thereof payable to the Servicer pursuant to Section 5.3, net of the Additional Certificate Allocation, (iii) from funds on deposit in the Capitalized Interest Account, the Capitalized Interest Deposit Amount for such Remittance Date and (iv) from funds on deposit in the Pre-Funding Account, any such amount that constitutes a portion of the Servicer Remittance Amount. (f) On the second Business Day prior to each Remittance Date, the Trustee shall transfer funds on deposit in the Trustee Collection Account into the Certificate Account in the amount specified by the Servicer pursuant to Section 6.4(d) hereof. On each of the first three Remittance Dates, to the extent funds in the Certificate Account are insufficient to pay the amounts required by Sections 6.5(a)(i) - (vi), the Trustee shall withdraw from the Capitalized Interest Account (or make a drawing on the Letter of Credit) and deposit in the Certificate Account the related Capitalized Interest Deposit Amount. On the Business Day prior to the Remittance Date immediately following the end of the Pre-Funding Period the Trustee shall transfer all amounts then on deposit in the Pre-Funding Account to the Certificate Account. (g) On the second Business Day prior to each Remittance Date, the Servicer shall cause to be deposited in the Additional Certificate Account, all amounts on deposit in the Trustee Collection Account and the Collection Account allocable to the Additional Certificate in accordance with the definition of Servicer Remittance Amount and the definition of Additional Certificate Allocation hereof. All funds herein required to be deposited in the Additional Certificate Account shall be allocated at the direction of the Holder of the Additional Certificate.