Distributions from the Certificate Account (a) On each Distribution Date the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw from the Certificate Account the Total Distribution Amount (to the extent such amount is on deposit in the Certificate Account) and shall allocate such amount to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amount as specified in this Section. All allocations and distributions made among and with respect to Pool 1, Pool 2, Pool 3 and Pool 4 in this Section shall be made concurrently.
(b) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for Pool 1 for such date in the following order of priority:
(i) pro rata, to each Class of Group 1 Senior Certificates, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest shall be allocated among such Classes in proportion to the amount of Current Interest that would otherwise be distributable thereon;
(ii) pro rata, to each Class of Group 2, Group 3 and Group 4 Senior Certificates, Current Interest (taking into account distributions pursuant to subsections 5.02(c)(i), 5.02(d)(i) and 5.02(e)(i) below, as applicable) for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest shall be allocated among such Classes in proportion to the amount of Current Interest that would otherwise be distributable thereon;
(iii) pro rata, to each Class of Subordinate Senior Certificates, Current Interest for each such Class and such Distribution Date and Carryforward Interest for each such Class and such Distribution Date;
(iv) sequentially, to the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class M7 Certificates, in that order (the “Class M Priority”), Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Credit Risk Manager, the product of (a) the Credit Risk Manager’s Fee and (b) the Pool Percentage for Pool 1 for such Distribution Date;
(vi) to the Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not previously reimbursed to the Trustee; and
(vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (g) of this Section, any Interest Remittance Amount for Pool 1 remaining after application pursuant to clauses (i) through (vi) above.
(c) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for Pool 2 for such date in the following order of priority:
(i) pro rata, to each Class of Group 2 Senior Certificates, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest shall be allocated among such Classes in proportion to the amount of Current Interest that would otherwise be distributable thereon;
(ii) pro rata, to each Class of Group 1, Group 3 and Group 4 Senior Certificates, Current Interest (taking into account distributions pursuant to subsection 5.02(b)(i) above, and subsections 5.02(d)(i) and 5.02(e)(i) below, as applicable) for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest shall be allocated among such Classes in proportion to the amount of Current Interest that would otherwise be distributable thereon;
(iii) pro rata, to each Class of Subordinate Senior Certificates, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date;
(iv) sequentially, to each Class of Subordinate Certificates, in accordance with the Class M Priority, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Credit Risk Manager, the product of (a) the Credit Risk Manager’s Fee and (b) the Pool Percentage for Pool 2 for such Distribution Date;
(vi) to the Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not previously reimbursed to the Trustee; and
(vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (g) of this Section, any Interest Remittance Amount for Pool 2 remaining after application pursuant to clauses (i) through (vi) above.
(d) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for Pool 3 for such date in the following order of priority:
(i) pro rata, to each Class of Group 3 Senior Certificates, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest shall be allocated among such Classes in proportion to the amount of Current Interest that would otherwise be distributable thereon;
(ii) pro rata, to each Class of Group 1, Group 2 and Group 4 Senior Certificates, Current Interest (taking into account distributions pursuant to subsections 5.02(b)(i) and 5.02(c)(i) above and subsection 5.02(e)(i) below, as applicable) for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest shall be allocated among such Classes in proportion to the amount of Current Interest that would otherwise be distributable thereon;
(iii) pro rata, to each Class of Subordinate Senior Certificates, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date;
(iv) sequentially, to each Class of Subordinate Certificates, in accordance with the Class M Priority, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Credit Risk Manager, the product of (a) the Credit Risk Manager’s Fee and (b) the Pool Percentage for Pool 3 for such Distribution Date;
(vi) to the Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not previously reimbursed to the Trustee; and
(vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (g) of this Section, any Interest Remittance Amount for Pool 3 remaining after application pursuant to clauses (i) through (vi) above.
(e) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount for Pool 4 for such date in the following order of priority:
(i) pro rata, to each Class of Group 4 Senior Certificates, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest shall be allocated among such Classes in proportion to the amount of Current Interest that would otherwise be distributable thereon;
(ii) pro rata, to each Class of Group 1, Group 2 and Group 3 Senior Certificates, Current Interest (taking into account distributions pursuant to subsections 5.02(b)(i), 5.02(c)(i) and 5.02(d)(i) above, as applicable) for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date; provided, however, that any shortfall in Current Interest shall be allocated among such Classes in proportion to the amount of Current Interest that would otherwise be distributable thereon;
(iii) pro rata, to each Class of Subordinate Senior Certificates, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date;
(iv) sequentially, to each Class of Subordinate Certificates, in accordance with the Class M Priority, Current Interest for each such Class and such Distribution Date and any Carryforward Interest for each such Class and such Distribution Date;
(v) to the Credit Risk Manager, the product of (a) the Credit Risk Manager’s Fee and (b) the Pool Percentage for Pool 4 for such Distribution Date;
(vi) to the Trustee, any amounts reimbursable pursuant to Section 4.04(b)(i) and not previously reimbursed to the Trustee; and
(vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in subsection (g) of this Section, any Interest Remittance Amount for Pool 4 remaining after application pursuant to clauses (i) through (vi) above.
(f) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount with respect to each Mortgage Pool for such date as follows:
(i) On each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, the Trustee shall make the following distributions, concurrently:
(A) For Pool 1: Until the aggregate Certificate Principal Amount of the Offered Certificates equals the Target Amount for such Distribution Date, the Principal Distribution Amount for Pool 1 will be distributed in the following order of priority:
(1) to the Class A1 and Class A2 Certificates, sequentially, in that order, until the Class Principal Amount of each such Class has been reduced to zero;
(2) concurrently, to each Class of the Group 2, Group 3 and Group 4 Senior Certificates (in each case in proportion to the aggregate Class Principal Amount of the related Group after giving effect to distributions pursuant to subsections 5.02 (f)(i)(B)(1), 5.02(f)(i)(C)(1) and 5.02
Distribution Account (a) The Securities Administrator shall establish and maintain, for the benefit of the Certificateholders, the Distribution Account as a segregated trust account or accounts. The Master Servicer shall deposit in the Distribution Account as identified by the Master Servicer and as received by the Master Servicer, the following amounts:
(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 the Distribution Account pursuant to this Agreement.
(b) All amounts deposited to the Distribution Account shall be held by the Securities Administrator in trust for the benefit of the 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 the Master Servicer or the related Servicer to the 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 Account shall constitute a trust account of the Trust Fund segregated on the books of the Securities Administrator and held by the Securities Administrator in trust in its Corporate Trust Office, and the Distribution Account 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 Account shall be invested in the name of the Master Servicer, in such Eligible Investments 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 or, if such obligor is any other Person, the Business Day preceding such Investment Withdrawal Distribution Date. All investment earnings on amounts on deposit in the Distribution Account from time to time shall be for the account of the Master Servicer. The Master Servicer shall be permitted to receive distribution of any and all investment earnings from the Distribution Account on each Distribution Date. If there is any loss on an Eligible Investment or demand deposit, the Master Servicer shall deposit such amount from its own funds in the Distribution Account. With respect to the Distribution Account and the funds deposited therein, the Securities Administrator shall take such action as may be necessary to ensure that the 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.
Withdrawals from the Collection Account and Distribution Account (a) The Master Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.04:
(i) to remit to the Trustee for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject to Section 3.16(d), to reimburse the Master Servicer for (a) any unreimbursed Advances to the extent of amounts received which represent Late Collections (net of the related Servicing Fees) of Monthly Payments, Liquidation Proceeds and Insurance Proceeds on Mortgage Loans with respect to which such Advances were made in accordance with the provisions of Section 4.04; (b) any unreimbursed Advances with respect to the final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Master Servicer for such unreimbursed Advances; or (c) subject to Section 4.04(b), any unreimbursed Advances to the extent of funds held in the Collection Account for future distribution that were not included in Available Funds for the preceding Distribution Date;
(iii) subject to Section 3.16(d), to pay the Master Servicer or any Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Late Collections, Liquidation Proceeds, Insurance Proceeds and condemnation proceeds received with respect to such Mortgage Loan, and (c) any Servicing Advances with respect to the final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Master Servicer or any Sub-Servicer for Servicing Advances;
(iv) to pay to the Master Servicer as servicing compensation (in addition to the Servicing Fee) on the Master Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account;
(v) to pay to the Originator, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;
(vi) to reimburse the Master Servicer for any Advance or Servicing Advance previously made which the Master Servicer has determined to be a Nonrecoverable Advance in accordance with the provisions of Section 4.04;
(vii) to pay, or to reimburse the Master Servicer for Servicing Advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);
(viii) to reimburse the Master Servicer for expenses incurred by or reimbursable to the Master Servicer pursuant to Section 6.03;
(ix) to reimburse the NIMS Insurer, the Master Servicer (if the Master Servicer is not an Affiliate of the Originator) or the Trustee, as the case may be, for enforcement expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 of this Agreement that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;