Common use of Distributions of Principal and Monthly Excess Cashflow Amounts Clause in Contracts

Distributions of Principal and Monthly Excess Cashflow Amounts.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) concurrently, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof has been reduced to zero; and (b) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) concurrently, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof has been reduced to zero; and (b) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class B Certificates, up to the Class B Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay the Class A-1A Realized Loss Amortization Amount for such Distribution Date; (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (xi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xii) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xviii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xx) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xxi) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xxiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class B Certificates; (xxiv) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xxv) first, to the Class A-1, Class A-1A and Class A-2 Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Clxxx X Xxxxxxxxxxxx, in that order, any Cap Carryover Amount for each such Class; and (xxvi) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxvi). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(b)(xxv) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, Unpaid Realized Loss Amounts on the Offered Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Offered Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) first, to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then sequentially, to the Class M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, in that order, any Cap Carryover Amount for each such Class; and (xxii) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxii). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(b)(xxi) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, Unpaid Realized Loss Amounts on the Offered Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Offered Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, (A) concurrently, as follows: (1) sequentially to the Holders of the Class A-1F and Class A-2F Certificates, in that order, the Group 1 Principal Percentage of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of each such Class has been reduced to zero and then to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) to the Holders of the Class A-1A Certificates, the Group 2 Principal Percentage of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero and then sequentially to the Class A-1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; and (E) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount, concurrently as follows: (1) the Group 1 Principal Percentage of the lesser of (x) the Principal Distribution Amount and (y) Class A Principal Distribution Amount will be distributed sequentially, to the Class A -1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero and then to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) the Group 2 Principal Percentage of the lesser of (x) the Principal Distribution Amount and (y) Class A Principal Distribution Amount will be distributed to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero and then sequentially to the Class A-1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount will be distributed to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (E) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class A-1F, Class A-2F and Class A-1A Certificates; (ii) to pay the remaining Interest Carry Forward Amounts for the Classes of Class A Certificates, if any, pro rata, among the Class A-1F, Class A-2F and the Class A-1A Certificates; (iii) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xi) to pay the remaining Class B Interest Carry Forward Amount, if any; (xii) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xiii) concurrently, to the Class A-1F and Class A-1A Certificates, pro rata, the aggregate amount of any Class A-1F LIBOR Carryover Amount and Class A-1A LIBOR Carryover Amount, respectively; (xiv) to pay the Special Servicing Fees for such Distribution Date and any accrued and unpaid Special Servicing Fees which remain unpaid from any previous Distribution Date; (xv) to fund the Class N Reserve Fund pursuant to Section 4.08; (xvi) to pay the Class N Certificates, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; and (xvii) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xvii) and 4.02(c). (c) On each Distribution Date, all prepayment premiums and penalties (including amounts deposited by the Seller in lieu thereof pursuant to Section 3.01) shall be allocated to the Class N Certificates for so long as the Notional Amount of the Class N Certificates is greater than zero pursuant to Section 4.02(b)(xvi) above), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(a)(ii)-(vi) which constitute Rate Payments shall first be deemed distributed by REMIC 4 to the Class X/N Interest as a distribution in respect of the REMIC 4 Components, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (e) Any amounts distributed to the Class A-1F or Class A-1A Certificates in respect of LIBOR Carryover Amounts pursuant to Section 4.02(b)(xiii) shall first be deemed distributed by REMIC 4 to the Class X/N Interest as a distribution of Monthly Excess Cashflow Amount, and then distributed to the Class A-1F or Class A-1A Certificates, as the case may be, from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (f) Any amounts distributed to the Class N Certificates pursuant to Section 4.02(b)(xv), to the Class N Reserve Fund pursuant to Section 4.02(b)(xvi) and to the Class X Certificates pursuant to Section 4.02(b)(xvii) shall be considered distributed to the Class X/N Interest in respect of the REMIC 4 Components and then to the Class N and Class X Certificates pursuant to Section 9.01(n).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Asset information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, the Senior Principal Distribution Amount to the Class A-1 and Class A-2 Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; second, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and fifth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, the Senior Principal Distribution Amount to the Class A-1 and Class A-2 Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; second, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class B Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and fifth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates;

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: (A) to the Holders of the Class A Certificates, 100% of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class A Certificates has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (E) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero; (F) to the Holders of the Class B-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-3 Certificates has been reduced to zero; and (G) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E) and (F) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount will be distributed to the Class A Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M- 1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and the amount distributed to the Class B-1 Certificates pursuant to clause (D) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (F) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class B-1 Certificates pursuant to clause (D) above and the amount distributed to the Class B-2 Certificates pursuant to clause (E) above, and (y) the Class B-3 Principal Distribution Amount will be distributed to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (G) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E) and (F) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, PRO RATA, among the Class A and Class A-IO Certificates; (ii) to pay the remaining Interest Carry Forward Amounts for the Classes of Class A Certificates, if any, PRO RATA, among the Class A and the Class A-IO Certificates; (iii) to pay the Class A Realized Loss Amortization Amount for such Distribution Date; (iv) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); provided, however, that for purposes of this clause (iv) and each Distribution Date beginning in July 2002 until the initial Targeted Overcollateralization Amount has been met, only 50% of the Monthly Excess Interest Amount will be distributed to the holders of the Offered Certificates (other than the Class A-IO Certificates) and the Class B-3 Certificates in the priority set forth under Section 4.02(a)(i); (v) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (vi) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vii) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (viii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (ix) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (x) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (xi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-1 Certificates; (xii) to pay the remaining Class B-1 Interest Carry Forward Amount, if any; (xiii) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xiv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-2 Certificates; (xv) to pay the remaining Class B-2 Interest Carry Forward Amount, if any; (xvi) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xvii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-3 Certificates; (xviii) to pay the remaining Class B-3 Interest Carry Forward Amount, if any; (xix) to pay the Class B-3 Realized Loss Amortization Amount for such Distribution Date; (xx) to the LIBOR Carryover Reserve Account for distribution to the Offered Certificates (other than the Class A-IO Certificates) and the Class B-3 Certificates, the aggregate amount of any LIBOR Carryover Amount, in accordance with the priorities set forth in Section 4.01; (xxi) to pay the Special Servicing Fees for such Distribution Date and any accrued and unpaid Special Servicing Fees which remain unpaid from any previous Distribution Date; (xxii) from amounts distributed on the Class X/N Certificates, to the Class N Certificates, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; (xxiii) from amounts distributed on the Class X/N Certificates, to the Class X Certificates, the Class X Distributable Amount for such Distribution Date; and (xxiv) any remaining amounts to the Holders of the Residual Certificates (in respect of the appropriate Class R Interest, the Class R-4, the Class R-5 or the Class R-6 Certificates). With respect to any distributions to be made on the Class B-1 Certificates, the Class B-3 Certificates, the Class N Certificates or the Class X Certificates pursuant to this Section 4.02, such distributions will be made first, on the Class B-1 Interest, the Class B-3 Interest or the Class X/N Interest, as applicable, and then, on the related Class of Certificates. (c) On each Distribution Date, all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N Certificates in the priority set forth under Section 4.02(b)(xxii) for so long as the Notional Amount of the Class N Certificates is greater than zero, and to the Class X Certificates after the Class N Notional Amount has been reduced to zero.

Distributions of Principal and Monthly Excess Cashflow Amounts. (A) Distributions of Principal: I. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Principal Remittance Amount will be made in the following order of priority to the extent available: (a) to the Holders of the Class A Certificates (allocated among the Class A Certificates in the priority described below), until the Certificate Principal Balances thereof have been reduced to zero; and (b) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero. II. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Principal Remittance Amount shall be made in the following order of priority to the extent available: (a) to the Holders of the Class A Certificates (allocated among the Class A Certificates in the priority described below), in an amount equal to the Senior Principal Distribution Amount, until the Certificate Principal Balances thereof have been reduced to zero; and (b) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, in an amount equal to the related Subordinate Principal Distribution Amount, until the Certificate Principal Balances thereof have been reduced to zero. With respect to the Class A Certificates, all principal distributions will be distributed sequentially, to the Holders of the Class AF-5 Certificates (in an amount equal to the Lockout Distribution Percentage of such principal distributions), the Class AF-1A and Class AF-1B Certificates (on a pro rata basis based on the Certificate Principal Balance of each such Class), the Class AF-2, Class AF-3, Class AF-4 and Class AF-5 Certificates, in that order, until their respective Certificate Principal Balances have been reduced to zero; provided, however, on any Distribution Date on which the aggregate Certificate Principal Balance of the Mezzanine and Class B Certificates has been reduced to zero, all principal distributions will be distributed concurrently, to the Holders of the Class A Certificates, on a pro rata basis based on the Certificate Principal Balance of each such Class. (B) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to the Overcollateralization Deficiency; (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, first, to fund the Interest Carry Forward Amount, if any, for each such Class and second, to fund the related Realized Loss Amortization Amount for each such Class for such Distribution Date; (iii) to the Net WAC Rate Carryover Reserve Account for distribution to the Offered Certificates and the Class B Certificates, the aggregate amount of any Net WAC Rate Carryover Amount, after taking into account amounts received under the Cap Contract; (iv) from amounts distributed on the Class X/N Certificates, to the Class N Certificates, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; (v) from amounts distributed on the Class X/N Certificates, to the Class X Certificates, the Class X Distributable Amount for such Distribution Date; and (vi) any remaining amounts to the Holders of the Residual Certificates (in respect of the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest, the Class R-5 Interest, the Class R-6 Interest, the Class R-7 Interest, the Class R-8 Interest and the Class R-9 Interest, as applicable). Following the foregoing distributions, an amount equal to the amount of Subsequent Recoveries deposited into the Collection Account pursuant to Section 3.04(a) shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.03. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.03. Holders of such Certificates will not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. With respect to any distributions to be made on the Class B Certificates, the Class N Certificates or the Class X Certificates pursuant to this Section 4.02, such distributions will be made first, on the related Class B Interest or the Class X/N Interest, as applicable, and then, on the related Class of Certificates. (C) On each Distribution Date, all Prepayment Charges (including amounts deposited in connection with the full or partial waiver of such Prepayment Charges pursuant to Section 3.01) shall be allocated to the Class N Certificates in the priority set forth under Section 4.02(B)(vi) for so long as the Notional Amount of the Class N Certificates is greater than zero, and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (D) On each Distribution Date, after making the distributions of the Available Funds as set forth above, the Trustee will withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount for such Distribution Date and distribute such amount in the following order of priority: (i) any amounts received by the Trustee in respect of the Cap Contract shall be distributed concurrently, to each Class of Mezzanine Certificates, on a pro rata basis based on the Net WAC Rate Carryover Amount for each such Class, to the extent of the Net WAC Rate Carryover Amount for each such Class for such Distribution Date; (ii) any remaining amount paid under the Cap Contract (to the extent not distributed pursuant to (i) above) and amounts deposited in the Net WAC Rate Carryover Reserve Account from the Monthly Excess Cashflow Amount shall be distributed as follows, in each case to the extent of the applicable Net WAC Rate Carryover Amount: (a) concurrently, to each Class of Class A Certificates, on a pro rata basis based on the Net WAC Rate Carryover Amount remaining for each such Class; and (b) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, to the extent of any remaining Net WAC Rate Carryover Amount for such Class.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: (A) concurrently, as follows: (1) sequentially, the Group I Principal Distribution Amount to the Class AF-1, Class AF-2 and Class AF-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (2) sequentially, the Group II Principal Distribution Amount to the Class AV-1 and Class AV-2 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (B) concurrently, as follows: (1) the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, sequentially, to the Class AF-1, Class AF-2 and Class AF-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (2) the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, sequentially, to the Class AV-1 and Class AV-2 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (C) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (D) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (E) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (F) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero; (G) to the Holders of the Class B-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-3 Certificates has been reduced to zero; and (H) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F) and (G) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) concurrently as follows: (1) sequentially, the Group I Principal Distribution Amount to the Class AF-1, Class AF-2 and Class AF-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (2) sequentially, the Group II Principal Distribution Amount to the Class AV-1 and Class AV-2 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (B) concurrently, as follows: (1) sequentially, the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, to the Class AV-1 and Class AV-2 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (2) sequentially, the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, to the Class AF-1, Class AF-2 and Class AF-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above and the amount distributed to the Class M-1 Certificates in clause (C) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above and the amount distributed to the Class M-2 Certificates pursuant to clause (D) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (F) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above and the amount distributed to the Class B-1 Certificates pursuant to clause (E) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (G) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above, the amount distributed to the Class B-1 Certificates pursuant to clause (E) above and the amount distributed to the Class B-1 Certificates pursuant to clause (F) above and (y) the Class B-3 Principal Distribution Amount will be distributed to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (H) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F) and (G) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class AF-1, Class AF-2, Class AF-3, Class AV-1 and Class AV-2 Certificates and the Class I-A-IO and Class II-A-IO Components; (ii) to pay the remaining Interest Carry Forward Amounts for the classes of Class A Certificates and the Class A-IO Components, if any, pro rata, among the Class AF-1, Class AF-2, Class AF-3, Class AV-1 and Class AV-2 Certificates and the Class I-A-IO and Class II-A-IO Components; (iii) to pay the Class A Realized Loss Amortization Amount for such Distribution Date, pro rata among the Class AF-1, Class AF-2, Class AF-3, Class AV-1 and Class AV-2 Certificates based on their Unpaid Realized Loss Amounts; (iv) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); provided, however, that for purposes of this clause (iv) and each Distribution Date beginning in November 2002 until the earlier of the Distribution Date in October 2003 or the date on which the Targeted Overcollateralization level is reached, only 50% of the Monthly Excess Interest Amount will be used to fund the Extra Principal Distribution Amount and therefore distributed to the holders of the Class A, Class M and Class B Certificates in accordance with Section 4.02(a); (v) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (vi) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vii) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (viii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (ix) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (x) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (xi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-1 Certificates; (xii) to pay the remaining Class B-1 Interest Carry Forward Amount, if any; (xiii) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xiv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-2 Certificates; (xv) to pay the remaining Class B-2 Interest Carry Forward Amount, if any; (xvi) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xvii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-3 Certificates; (xviii) to pay the remaining Class B-3 Interest Carry Forward Amount, if any; (xix) to pay the Class B-3 Realized Loss Amortization Amount for such Distribution Date; (xx) concurrently, to the Class AV-1 and Class AV-2 Certificates, pro rata, the aggregate amount of any Group II LIBOR Carryover Amount, in accordance with the priorities set forth in Section 4.01; (xxi) sequentially, to the Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates, in that order, the aggregate amount of any Subordinate LIBOR Carryover Amount; (xxii) to pay the Special Servicing Fees for such Distribution Date and any accrued and unpaid Special Servicing Fees which remain unpaid from any previous Distribution Date; (xxiii) to pay the Class N Certificates, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; and (xxiv) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xxiv) and 4.02(c). (c) On each Distribution Date, all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N Certificates for so long as the Notional Amount of the Class N Certificates is greater than zero pursuant to Section 4.02(b)(xxiii) above), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (d) Any amounts distributed to the Offered P&I Certificates and the Class B-2 and Class B-3 Certificates in respect of interest pursuant to Sections 4.01(ii)-(ix) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 4 as a distribution in respect of the REMIC 4 Components, then paid to REMIC 7 and distributed thereby as a distribution to the Class X/N Interest in respect of the REMIC 7 Regular Interest, and then distributed to the Offered P&I Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (e) Any amounts distributed to the Class B-2 Certificates pursuant to Section 4.01 or this Section 4.02, other than Cap Carryover Amounts, shall be deemed distributed by REMIC 4 in respect of the Class T4-B2 Interest, then paid to REMIC 5 and distributed thereby as a distribution in respect of the REMIC 5 Regular Interest. (f) Any amounts distributed to the Class B-3 Certificates pursuant to Section 4.01 or this Section 4.02, other than Cap Carryover Amounts, shall be deemed distributed by REMIC 4 in respect of the Class T4-B3 Interest, then paid to REMIC 6 and distributed thereby as a distribution in respect of the REMIC 6 Regular Interest.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class A-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, concurrently, to the Class M-7A and Class M-7F Certificates, PRO RATA, until the Certificate Principal Balance thereof has been reduced to zero; and eleventh, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, to the Class A-1 Certificates, up to the Senior Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class A-2 Certificates, up to the Senior Principal Distribution Amount remaining after priority FIRST above, until the Certificate Principal Balance has been reduced to zero; third, to the Class A-3 Certificates, up to the Senior Principal Distribution Amount remaining after priority FIRST and SECOND above, until the Certificate Principal Balance has been reduced to zero; fourth, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; tenth, concurrently to the Class M-7A and Class M-7F Certificates, pro rata, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and eleventh, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, PRO RATA, on the Class A Certificates; (ii) to pay any Interest Carry Forward Amount for such Distribution Date, PRO RATA, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates for such Distribution Date; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates for such Distribution Date; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates for such Distribution Date; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates for such Distribution Date; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates for such Distribution Date; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates for such Distribution Date; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date;

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) concurrently, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof has been reduced to zero; and (b) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) concurrently, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof has been reduced to zero; and (b) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class B Certificates, up to the Class B Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay the Class A-1A Realized Loss Amortization Amount for such Distribution Date; (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (xi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xii) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xviii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xx) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xxi) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xxiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class B Certificates; (xxiv) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xxv) first, to the Class A-1, Class A-1A and Class A-2 Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Cerxxxxxxxxx, xx xxxx order, any Cap Carryover Amount for each such Class; and (xxvi) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxvi). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(b)(xxv) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, the Class A-1 Principal Distribution Amount to the Class A-1 Certificates and the Class A-2 Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; second, the Class A-2 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and the Class A-1 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, the Class A-1 Principal Distribution Amount to the Class A-1 Certificates and the Class A-2 Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; second, the Class A-2 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii) above, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and the Class A-1 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii) above, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class B Certificates, up to the Class B Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class B Certificates; (xxiii) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xxiv) first, to the Class A-1 and Class A-2 Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Clxxx X Xxxxxxxxates, in that order, any Cap Carryover Amount for each such Class; and (xxv) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxv). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans or any Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered P&I Certificates in respect of interest pursuant to Sections 4.01(b)(xxiv) which constitute Cap Carryover Amounts (taking into account, in the case of the Class A-1 and Class A-2 Certificates, the parenthetical in clause (ii) of the definition of Cap Carryover Amount) shall first be deemed distributed by REMIC 4 as a distribution in respect of the REMIC 4 Components and distributed thereby as a distribution to the Class CE Certificates in respect of the REMIC 4 Components, and then distributed to the Offered P&I Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the REMIC 4 Components or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) the Group 1 Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Principal Distribution Amount to the Class A-2 and Class A-3 Certificates, in that order, until the Certificate Principal Balance thereof have been reduced to zero; second, concurrently, as follows: (a) the Group 2 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balances thereof has been reduced to zero; and (b) sequentially, the Group 1 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 and Class A-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: (A) concurrently, as follows: (1) the Group I Principal Distribution Amount to the Class AF-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) the Group II Principal Distribution Amount, concurrently, pro rata, as follows: (a) to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Class AV-2 and Class AV-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (B) concurrently, as follows: (1) the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, concurrently, pro rata, as follows: (a) to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, to the Class AV-2 and Class AV-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (2) the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, to the Class AF-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (D) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (E) to the Holders of the Class M-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (F) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (G) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero (H) to the Holders of the Class B-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-3 Certificates has been reduced to zero; (I) to the Holders of the Class B-4 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-4 Certificates has been reduced to zero; and (J) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F), (G), (H) and (I) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) concurrently as follows: (1) the Group I Principal Distribution Amount to the Class AF-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) the Group II Principal Distribution Amount concurrently, pro rata, as follows (a) the Class AV-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero and (b) sequentially, to the Class AV-2 and Class AV-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (B) concurrently, as follows: (1) the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, concurrently, pro rata, as follows (a) the Class AV-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero and (b) sequentially, to the Class AV-2 and Class AV-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (2) the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, to the Class AF-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above and the amount distributed to the Class M-1 Certificates in clause (C) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates in clause (C) above and the amount distributed to the Class M-2 Certificates in clause (D) above and (y) the Class M-3 Principal Distribution Amount will be distributed to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (F) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above and the amount distributed to the Class M-3 Certificates pursuant to clause (E) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (G) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above, the amount distributed to the Class M-3 Certificates pursuant to clause (E) above and the amount distributed to the Class B-1 Certificates pursuant to clause (F) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (H) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above, the amount distributed to the Class M-3 Certificates pursuant to clause (E) above, the amount distributed to the Class B-1 Certificates pursuant to clause (F) above and the amount distributed to the Class B-2 Certificates pursuant to clause (G) above and (y) the Class B-3 Principal Distribution Amount will be distributed to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (I) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above, the amount distributed to the Class M-3 Certificates pursuant to clause (E) above, the amount distributed to the Class B-1 Certificates pursuant to clause (F) above, the amount distributed to the Class B-2 Certificates pursuant to clause (G) above and the amount distributed to the Class B-3 Certificates pursuant to clause (H) above and (y) the Class B-4 Principal Distribution Amount will be distributed to the Class B-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (J) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class AF-1, Class AV-1, Class AV-2, Class AV-3 and Class A-IO Certificates; (ii) to pay any remaining Interest Carry Forward Amounts for the classes of Class A Certificates, if any, pro rata, among the Class AF-1, Class AV-1, Class AV-2, Class AV-3 and Class A-IO Certificates; (iii) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (xi) to pay the remaining Class M-3 Interest Carry Forward Amount, if any; (xii) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-1 Certificates; (xiv) to pay the remaining Class B-1 Interest Carry Forward Amount, if any; (xv) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-2 Certificates; (xvii) to pay the remaining Class B-2 Interest Carry Forward Amount, if any; (xviii) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-3 Certificates; (xx) to pay the remaining Class B-3 Interest Carry Forward Amount, if any; (xxi) to pay the Class B-3 Realized Loss Amortization Amount for such Distribution Date; (xxii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-4 Certificates; 100 (xxiii) to pay the remaining Class B-4 Interest Carry Forward Amount, if any; (xxiv) to pay the Class B-4 Realized Loss Amortization Amount for such Distribution Date; (xxv) to pay the Class R Excess Interest Amount for such Distribution Date; (xxvi) to pay the Class R Excess Interest Carryforward Amount for such Distribution Date; (xxvii) concurrently, to the Class AV-1, Class AV-2 and Class AV-3 Certificates, pro rata, the aggregate amount of any LIBOR Carryover Amount due to such Certificates; (xxviii) sequentially, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-0 Xxxxxxxxxxxs, in that order, any LIBOR Carryover Amount due to such Certificates; (xxix) to pay the Class N Certificates, from the remaining amount distributable on the Class X/N Interest, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; and (xxx) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xxx) and 4.02(c). (c) On each Distribution Date, all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N Certificates (first as payments of Accrued Certificate Interest for the Class N Certificates, then as payments in respect of the unpaid Interest Carry Forward Amount for the Class N Certificates and finally as payments in respect of the Class N Notional Amount) for so long as the Notional Amount of the Class N Certificates is greater than zero pursuant to Section 4.02(b)( xxix) above and this Section 4.02(c)), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (d) Any amounts distributed to the Certificates in respect of LIBOR Carryover Amounts pursuant to Sections 4.02(b)(xxvii) and (xxviii) shall first be deemed distributed by REMIC 4 as a distribution in respect of the REMIC 4 Class X/N Interest, to REMIC 5 and distributed thereby as a distribution to the REMIC 5 Class X/N Interest, and then distributed to the Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (e) Any amounts distributed to the Class B-4 Certificates pursuant to Section 4.01 or this Section 4.02, other than LIBOR Carryover Amounts, shall be deemed distributed by REMIC 4 in respect of the REMIC 4 B-4 Interest, then paid to REMIC 6 and distributed thereby as a distribution in respect of the REMIC 6 B-4 Interest.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Securities Administrator shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Securities Administrator), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (i) the Group I Senior Principal Distribution Amount, to the Class AI Certificates, in accordance with the Class AI Certificates Principal Allocation; (ii) the Group II Senior Principal Distribution Amount, concurrently, to the Class AII-1A and Class AII-1B Certificates, pro rata; and (iii) the Group III Senior Principal Distribution Amount, sequentially, to the Class AIII-1, Class AIII-2 and Class AIII-3 Certificates; second, concurrently, as follows: (i) the Group I Senior Principal Distribution Amount remaining after priority first (i) above, concurrently, as follows: (a) concurrently, to the Class AII-1A and Class AII-1B Certificates, pro rata; and (b) sequentially, to the Class AIII-1, Class AIII-2 and Class AIII-3 Certificates; (ii) the Group II Senior Principal Distribution Amount remaining after priority first (ii) above, sequentially, as follows: (a) sequentially, to the Class AIII-1, Class AIII-2 and Class AIII-3 Certificates; and (b) to the Class AI Certificates, in accordance with the Class AI Certificates Principal Allocation, after giving effect to the distribution made pursuant to priority first (i) above; and (iii) the Group III Senior Principal Distribution Amount remaining after priority first (iii) above, sequentially, as follows: (a) concurrently, to the Class AII-1A and Class AII-1B Certificates, pro rata; and (b) to the Class AI Certificates, in accordance with the Class AI Certificates Principal Allocation, after giving effect to the distribution made pursuant to priority first (i) above; third, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Xxxxx X-0 Xxxxificates; fourth, concurrently, to the Class M-8A and Class M-8B Certificates, pro rata; fifth, sequentially, to the Class M-9 and Class M-10 Certificates; and sixth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, (A) concurrently, as follows: (1) sequentially to the Holders of the Class A-1A and Class A-1F Certificates, in that order, the Group 1 Principal Percentage of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of each such Class has been reduced to zero and then to the Class A-2F Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) to the Holders of the Class A-2F Certificates, the Group 2 Principal Percentage of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero and then sequentially to the Class A-1A and Class A-1F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; and (E) any amount of the Principal Distribution Amount remaining after making all of the distributions in Clauses (A), (B), (C) and (D) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount, concurrently as follows: (1) the Group 1 Principal Percentage of the lesser of (x) the Principal Distribution Amount and (y) Class A Principal Distribution Amount will be distributed sequentially, to the Class A-1A and Class A-1F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero and then to the Class A-2F Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) the Group 2 Principal Percentage of the lesser of (x) the Principal Distribution Amount and (y) Class A Principal Distribution Amount will be distributed to the Class A-2F Certificates, until the Certificate Principal Balance of such Class has been reduced to zero and then sequentially to the Class A-1A and Class A-1F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount will be distributed to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (E) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class A-1A, Class A-1F, and Class A-2F Certificates; (ii) to pay the remaining Interest Carry Forward Amounts for the Classes of Class A Certificates, if any, pro rata, among the Class A-1A, the Class A-1F and the Class A-2F Certificates; (iii) to pay the Extra Principal Distribution Amount for such Distribution Date; (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xi) to pay the remaining Class B Interest Carry Forward Amount, if any; (xii) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay the aggregate amount of any LIBOR Carryover Amount to the Class A-1A Certificates, if any; (xiv) to pay any unpaid Special Servicing Fees for such Distribution Date or which remain unpaid from any previous Distribution Date; (xv) to pay the Class BB Certificates, (A) the Accrued Certificate Interest for the Class BB Certificates and (B) any remaining Monthly Excess Cashflow Amount to reduce the Class BB Notional Amount, until the Class BB Notional Amount has been reduced to zero; (xvi) to fund the Class BB Reserve Fund, up to the Required Reserve Fund Balance; and (xvii) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xvii). (c) On each Distribution Date, all prepayment premiums and penalties (including amounts deposited by the Seller in lieu thereof pursuant to Section 3.01) shall be allocated to the Class BB Certificates for so long as the Notional Amount of the Class BB Certificates is greater than zero pursuant to Section 4.02(b)(xv) above), and to the Class X Certificates after the Class BB Notional Amount has been reduced to zero. (d) Any amounts distributed to the Class A-1A Certificates in respect of LIBOR Carryover Amounts pursuant to Section 4.02(b)(xiii) shall first be deemed paid by REMIC 4 to the Class X/BB Interest as a distribution of Monthly Excess Interest Amount, and subsequently paid to the Class A-1A Certificates outside of the REMICs as a payment on a notional principal contract in the nature of a cap contract. (e) Any amounts distributed to the Class BB Certificates pursuant to Section 4.02(b)(xv), to the Class BB Reserve Fund pursuant to Section 4.02(b)(xvi) and to the Class X Certificates pursuant to Section 4.02(b)(xvii) shall be considered distributed to the Class X/BB Interest in respect of the REMIC 4 Components and then to the Class BB and Class X Certificates pursuant to Section 9.01(m).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Reports), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows (provided, that on the Class P Principal Distribution Date, $100 will first be paid to the Holder of the Class P Certificate): (A) to the Holders of the Class A Certificates, the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class A Certificates has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; (E) [Reserved]; and (F) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D) and (E) shall be applied as set forth in Section 3.04(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect (provided, that on the Class P Principal Distribution Date, $100 will first be paid to the Holder of the Class P Certificate): (A) the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount, will be distributed to the Class A Certificates until the Certificate Principal Balance thereof has been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount will be distributed to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) [Reserved]; and (F) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D) and (E) above shall be applied as set forth in Section 3.04(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay the Interest Carry Forward Amount, if any, to the Class M-1 Certificates; (ii) to pay any Unpaid Realized Loss Amount to the Class M-1 Certificates; (iii) to pay the Interest Carry Forward Amount, if any, to the Class M-2 Certificates; (iv) to pay any Unpaid Realized Loss Amount to the Class M-2 Certificates; (v) to pay the Interest Carry Forward Amount, if any, to the Class B Certificates; (vi) to pay any Unpaid Realized Loss Amount to the Class B Certificates; (vii) [Reserved]; (viii) [Reserved]; (i) from any Class A Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class A Certificates for that Distribution Date, to the Class A Certificates, (ii) from any Class M-1 Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class M-1 Certificates for that Distribution Date, to the Class M-1 Certificates, (iii) from any Class M-2 Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class M-2 Certificates for that Distribution Date, the Class M-2 Certificates, and (iv) from any Class B Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class B Certificates for that Distribution Date, to the Class B Certificates; (x) to the Excess Reserve Fund Account, the amount of any Basis Risk Carry Forward Amount for such Distribution Date remaining unpaid after the application of the Interest Rate Cap Payments pursuant to clause (ix), above, on such Distribution Date; (xi) from funds on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, sequentially to the Class A, Class M-1, Class M-2 and Class B Certificates, any Basis Risk Carry Forward Amount for such class remaining unpaid after the application of the Interest Rate Cap Payments pursuant to clause (ix), above, on such Distribution Date; (xii) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 3.04(b)(i)-(xi) (to the extent stated in clause (i) of the definition of Class X Distributable Amount, as interest, and to the extent stated in clause (ii) of the definition of Class X Distributable Amount, as principal); and (xiii) to the holders of the Class R Certificates, any remaining amount. (c) On each Distribution Date, all prepayment charges received by Bank of America or Wilshire during the related Prepayment Period and remitted to the Trustee on the related Servicer Remittance Date, shall be paid to the holders of the Class P Certificates.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall distribute the Group 1 Principal Distribution Amount, the Group 2 Principal Distribution Amount and the Group 3 Principal Distribution Amount in the following amounts and order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, in each case to the extent of the Group 1 Principal Distribution Amount, the Group 2 Principal Distribution Amount or the Group 3 Principal Distribution Amount, as applicable, remaining for such Distribution Date: (i) With respect to any Distribution Date before the Stepdown Date or with respect to which a Trigger Event is in effect: (A) the Group 1 Principal Distribution Amount will be distributed: (1) first, to the Class 1-A1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) second, concurrently to the Class 2-A1 and Class 3-F1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero, in each case to the extent not paid pursuant to clauses (B)(1) and (C)(1) below, allocated pro rata based on the Certificate Principal Balances thereof; (B) the Group 2 Principal Distribution Amount will be distributed: (1) first, to the Class 2-A1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) second, concurrently to the Class 1-A1 and Class 3-F1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero, in each case to the extent not paid pursuant to clauses (A)(1) above and clause (C)(1) below, allocated pro rata based on the Certificate Principal Balances thereof; (C) the Group 3 Principal Distribution Amount will be distributed: (1) first, to the Class 3-F1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) second, concurrently, to the Class 1-A1 and Class 2-A1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero, in each case to the extent not paid pursuant to clauses (A)(1) and (B)(1) above, allocated pro rata based on the Certificate Principal Balances thereof; (D) any Group 1 Principal Distribution Amount, Group 2 Principal Distribution Amount and Group 3 Principal Distribution Amount remaining undistributed following the distributions pursuant to clauses (i)(A), (i)(B) and (i)(C) above will be distributed: (1) first, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (2) second, concurrently to the Class M-2V and Class M-2F Certificates, until the Certificate Principal Balances thereof have been reduced to zero, allocated pro rata based on the Certificate Principal Balances thereof; (3) third, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (4) fourth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (5) fifth, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (E) the amount, if any, of the Group 1 Principal Distribution Amount, the Group 2 Principal Distribution Amount and the Group 3 Principal Distribution Amount remaining after application with respect to the priorities set forth above in clauses (i)(A), (i)(B), (i)(C) and (i)(D) will constitute part of the "Monthly Excess Cashflow Amount" for such Distribution Date and will be applied as set forth in Section 4.02(b). (ii) With respect to any Distribution Date on or after the Stepdown Date or with respect to which a Trigger Event is not in effect: (A) the Group 1 Principal Distribution Amount will be distributed: (1) first, to the Class 1-A1 Certificates, the Class 1-A1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) second, concurrently to the Class 2-A1 and Class 3-F1 Certificates, any remaining Class 2-A1 Principal Distribution Amount and Class 3-F1 Principal Distribution Amount, respectively, in each case to the extent not paid pursuant to clauses (B)(1) and (C)(1) below, until the Certificate Principal Balance of each such Class has been reduced to zero, allocated pro rata based on entitlement pursuant to this clause (A)(2); (B) the Group 2 Principal Distribution Amount will be distributed: (1) first, to the Class 2-A1 Certificates, the Class 2-A1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) second, concurrently to the Class 1-A1 and Class 3-F1 Certificates, any remaining Class 1-A1 Principal Distribution Amount and Class 3-F1 Principal Distribution Amount, respectively, in each case to the extent not paid pursuant to clause (A)(1) above and (C)(1) below, until the Certificate Principal Balance of each such Class has been reduced to zero, allocated pro rata based on entitlement pursuant to this clause (B)(2); (C) the Group 3 Principal Distribution Amount will be distributed: (1) first, to the Class 3-F1 Certificates, the Class 3-F1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) second, concurrently to the Class 1-A1 and Class 2-A1 Certificates, any remaining Class 1-A1 Principal Distribution Amount and Class 2-A1 Principal Distribution Amount, respectively, in each case to the extent not paid pursuant to clauses (A)(1) and (B)(1) above, until the Certificate Principal Balance of each such Class has been reduced to zero, allocated pro rata based on entitlement pursuant to this clause (C)(2); (D) any Group 1 Principal Distribution Amount, Group 2 Principal Distribution Amount and Group 3 Principal Distribution Amount remaining undistributed following the distributions pursuant to clauses (ii)(A), (ii)(B) and (ii)(C) above will be distributed: (1) first, to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (2) second, concurrently to the Class M-2V and Class M-2F Certificates, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balances of such Classes has been reduced to zero, allocated pro rata based on the Certificate Principal Balances thereof; (3) third, to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (4) fourth, to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and (5) fifth, to the Class B-3 Certificates, the Class B-3 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (E) the amount, if any, of the Group 1 Principal Distribution Amount, the Group 2 Principal Distribution Amount and the Group 3 Principal Distribution Amount remaining after application with respect to the priorities set forth above in clauses (ii)(A), (ii)(B), (ii)(C) and (ii)(D) will constitute part of the "Monthly Excess Cashflow Amount" for such Distribution Date and will be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to the Extra Principal Distribution Amount for such Distribution Date, payable to such holders as part of the related Principal Distribution Amount; (ii) to the Class M-1 Certificates, any remaining Accrued Certificate Interest for such Class and Distribution Date; (iii) to the Class M-1 Certificates, the Interest Carry Forward Amount for such Class and Distribution Date, if any; (iv) to the Class M-1 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date; (v) concurrently to the Class M-2V and Class M-2F Certificates, any remaining Accrued Certificate Interest for such Classes and Distribution Date, allocated pro rata based on such remaining Accrued Certificate Interest; (vi) concurrently to the Class M-2V and Class M-2F Certificates, the Interest Carry Forward Amount for such Classes and Distribution Date, if any, allocated pro rata based on such remaining Interest Carry Forward Amounts; (vii) concurrently to the Class M-2V and M-2F Certificates, the Unpaid Realized Loss Amount for such Classes and Distribution Date, allocated pro rata basedon such Unpaid Realized Loss Amounts; (viii) to the Class B-1 Certificates, any remaining Accrued Certificate Interest for such Class and Distribution Date; (ix) to the Class B-1 Certificates, the Interest Carry Forward Amount for such Class and Distribution Date, if any; (x) to the Class B-1 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date; (xi) to the Class B-2 Certificates, any remaining Accrued Certificate Interest for such Class and Distribution Date; (xii) to the Class B-2 Certificates, the Interest Carry Forward Amount for such Class and Distribution Date, if any; (xiii) to the Class B-2 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date; (xiv) to the Class B-3 Certificates, any remaining Accrued Certificate Interest for such Class and Distribution Date; (xv) to the Class B-3 Certificates, the Interest Carry Forward Amount for such Class and Distribution Date, if any; (xvi) to the Class B-3 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date; (xvii) to the Basis Risk Reserve Fund, the Basis Risk Reserve Fund Deposit; (xviii) to pay the Class N Certificates, (x) the Accrued Certificate Interest for the Class N Certificates, (y) the Interest Carry Forward Amount for the Class N Certificates and (z) any remaining Monthly Excess Cashflow Amount to reduce the Notional Amount for the Class N Certificates, until the Notional Amount for such Class has been reduced to zero; and (xix) to the Class X Certificates, the Class X Distributable Amount. On each Distribution Date, there shall be distributed to Holders of the Residual Certificates, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xix) and 4.02(c). (c) On each Distribution Date, all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N Certificates for so long as the Notional Amount of the Class N Certificates is greater than zero pursuant to Section 4.02(b)(xviii) above), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Securities Administrator shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Securities Administrator), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, as follows: first, concurrently, as follows: (i) (a) with respect to any Distribution Date on which a Sequential Trigger Event is not in effect, concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1SS and Class A-1MZ Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero or (b) with respect to any Distribution Date on which a Sequential Trigger Event is in effect, sequentially, the Group 1 Senior Principal Distribution Amount to the Class A-1SS and Class A-1MZ Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (ii) (a) with respect to any Distribution Date on which a Sequential Trigger Event is not in effect, concurrently, the Group 2 Senior Principal Distribution Amount to the Class A-2SS and Class A-2MZ Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero or (b) with respect to any Distribution Date on which a Sequential Trigger Event is in effect, sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2SS and Class A-2MZ Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (iii) (a) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 3 Senior Principal Distribution Amount to the Class A-3A, Class A-3B and Class A-3C Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (b) with respect to any Distribution Date on and after the Subordination Depletion Date, concurrently, the Group 3 Senior Principal Distribution Amount to the Class A-3A, Class A-3B and Class A-3C Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (i) the Group 1 Senior Principal Distribution Amount remaining after priority first above, concurrently, as follows: (a) (1) with respect to any Distribution Date on which a Sequential Trigger Event is not in effect, concurrently, to the Class A-2SS and Class A-2MZ Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero or (2) with respect to any Distribution Date on which a Sequential Trigger Event is in effect, sequentially, to the Class A-2SS and Class A-2MZ Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (1) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, to the Class A-3A, Class A-3B and Class A-3C Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (2) with respect to any Distribution Date on and after the Subordination Depletion Date, concurrently, to the Class A-3A, Class A-3B and Class A-3C Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; (ii) the Group 2 Senior Principal Distribution Amount remaining after priority first above, concurrently, as follows: (a) (1) with respect to any Distribution Date on which a Sequential Trigger Event is not in effect, concurrently, to the Class A-1SS and Class A-1MZ Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero or (2) with respect to any Distribution Date on which a Sequential Trigger Event is in effect, sequentially, to the Class A-1SS and Class A-1MZ Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (1) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, to the Class A-3A, Class A-3B and Class A-3C Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (2) with respect to any Distribution Date on and after the Subordination Depletion Date, concurrently, to the Class A-3A, Class A-3B and Class A-3C Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; (iii) the Group 3 Senior Principal Distribution Amount remaining after priority first above, concurrently, as follows: (a) (1) with respect to any Distribution Date on which a Sequential Trigger Event is not in effect, concurrently, to the Class A-1SS and Class A-1MZ Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero or (2) with respect to any Distribution Date on which a Sequential Trigger Event is in effect, sequentially, to the Class A-1SS and Class A-1MZ Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (b) (1) with respect to any Distribution Date on which a Sequential Trigger Event is not in effect, concurrently, to the Class A-2SS and Class A-2MZ Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero or (2) with respect to any Distribution Date on which a Sequential Trigger Event is in effect, sequentially, to the Class A-2SS and Class A-2MZ Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and fifteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: (A) the Class A Principal Distribution Amount, concurrently, pro rata, as follows: (1) to the Class A-4 Certificates, the Class A-4 Lockout Distribution Amount; and Back to Contents (2) sequentially, first, to the Class A-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero, second, to the Class A-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero, third, to the Class A-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero and fourth, to the Class A-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero, in that order, provided, however, that in the event the Certificate Principal Balance of each class of the Subordinated Certificates has been reduced to zero, amounts allocated to the Class A Certificates pursuant to this clause first will be distributed to each class of the Class A Certificate on a pro rata basis based on the respective Certificate Principal Balance of each such class; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class M-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (E) to the Holders of the Class M-4 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero; (F) to the Holders of the Class M-5 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero; (G) to the Holders of the Class M-6 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero; (H) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (I) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero (J) to the Holders of the Class B-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-3 Certificates has been reduced to zero; (K) to the Holders of the Class B-4 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-4 Certificates has been reduced to zero; Back to Contents (L) to the Holders of the Class B-5 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-5 Certificates has been reduced to zero; and (M) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F), (G), (H), (I), (J), (K) and (L) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect sequentially, as follows: (A) the Class A Principal Distribution Amount, concurrently, pro rata, as follows: (1) to the Class A-4 Certificates, the Class A-4 Lockout Distribution Amount; and (2) sequentially, first, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, second, to the Class A-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero, third, to the Class A-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero and fourth, to the Class A-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero, in that order; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above, the amount distributed to the Class M-1 Certificates in clause (B) above and the amount distributed to the Class M-2 Certificates in clause (C) above and (y) the Class M-3 Principal Distribution Amount will be distributed to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and the amount distributed to the Class M-3 Certificates pursuant to clause (D) above and (y) the Class M-4 Principal Distribution Amount will be distributed to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; Back to Contents (F) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class M-3 Certificates pursuant to clause (D) above and the amount distributed to the Class M-4 Certificates pursuant to clause (E) above and (y) the Class M-5 Principal Distribution Amount will be distributed to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (G) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class M-3 Certificates pursuant to clause (D) above, the amount distributed to the Class M-4 Certificates pursuant to clause (E) above and the amount distributed to the Class M-5 Certificates pursuant to clause (F) above and (y) the Class M-6 Principal Distribution Amount will be distributed to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (H) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class M-3 Certificates pursuant to clause (D) above, the amount distributed to the Class M-4 Certificates pursuant to clause (E) above, the amount distributed to the Class M-5 Certificates pursuant to clause (F) above and the amount distributed to the Class M-6 Certificates pursuant to clause (G) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (I) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class M-3 Certificates pursuant to clause (D) above, the amount distributed to the Class M-4 Certificates pursuant to clause (E) above, the amount distributed to the Class M-5 Certificates pursuant to clause (F) above, the amount distributed to the Class M-6 Certificates pursuant to clause (G) above and the amount distributed to the Class B-1 Certificates pursuant to clause (H) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (J) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class M-3 Certificates pursuant to clause (D) above, the amount distributed to the Class M-4 Certificates pursuant to clause (E) above, the amount distributed to the Class M-5 Certificates pursuant to clause (F) above, the amount distributed to the Class M-6 Certificates pursuant to clause (G) above, the amount distributed to the Class B-1 Certificates pursuant to clause (H) above and the amount distributed to the Class B-2 Certificates pursuant to clause (I) above and (y) the Class B-3 Principal Distribution Amount will be distributed to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; Back to Contents (K) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class M-3 Certificates pursuant to clause (D) above, the amount distributed to the Class M-4 Certificates pursuant to clause (E) above, the amount distributed to the Class M-5 Certificates pursuant to clause (F) above, the amount distributed to the Class M-6 Certificates pursuant to clause (G) above, the amount distributed to the Class B-1 Certificates pursuant to clause (H) above, the amount distributed to the Class B-2 Certificates pursuant to clause (I) above and the amount distributed to the Class B-3 Certificates pursuant to clause (J) above and (y) the Class B-4 Principal Distribution Amount will be distributed to the Class B-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (L) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class M-3 Certificates pursuant to clause (D) above, the amount distributed to the Class M-4 Certificates pursuant to clause (E) above, the amount distributed to the Class M-5 Certificates pursuant to clause (F) above, the amount distributed to the Class M-6 Certificates pursuant to clause (G) above, the amount distributed to the Class B-1 Certificates pursuant to clause (H) above, the amount distributed to the Class B-2 Certificates pursuant to clause (I) above, the amount distributed to the Class B-3 Certificates pursuant to clause (J) above and the amount distributed to the Class B-4 Certificates pursuant to clause (K) above and (y) the Class B-5 Principal Distribution Amount will be distributed to the Class B-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (M) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A , (B), (C), (D), (E), (F , (G), (H , (I), (J), (K) and (L) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority (the “Monthly Excess Cashflow Allocation”) on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class A Certificates; (ii) to pay any remaining Interest Carry Forward Amounts for the classes of Class A Certificates, if any, pro rata, among the Class A Certificates; (iii) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; Back to Contents (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (xi) to pay the remaining Class M-3 Interest Carry Forward Amount, if any; (xii) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiv) to pay the Interest Carry Forward Amount for the Class M-4 Certificates, if any; (xv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvii) to pay the Interest Carry Forward Amount for the Class M-5 Certificates, if any; (xviii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xx) to pay the remaining Class M-6 Interest Carry Forward Amount, if any; (xxi) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-1 Certificates; (xxiii) to pay the remaining Class B-1 Interest Carry Forward Amount, if any; Back to Contents (xxiv) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date;

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) No later than 11:00 AM Eastern Time on each Distribution Date, the Securities Administrator shall furnish instructions to the Trustee reporting the amount of the related Principal Distribution Amount, and instructing the Trustee as to how to apply such Principal Distribution Amount in accordance with clauses (i) and (ii) below. On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the information provided to it by the Securities Administrator pursuant to the preceding sentence, and the calculations required to be made by the Securities Administrator), in reduction of the Certificate Principal Balances of the Classes to which such amounts are paid, to the extent of the Principal Distribution Amount: (i) for any Distribution Date before the Stepdown Date or with respect to which a Trigger Event is in effect: (A) to the Holders of the Class A Certificates, 100% of the Principal Distribution Amount until the Certificate Principal Balance of the Class A Certificates has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class M-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (E) to the Holders of the Class B Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; and (F) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A) (B), (C), (D) and (E) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) to the Holders of the Class A Certificates, the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount, until the Certificate Principal Balance of the Class A Certificates has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed on the Class A Certificates pursuant to clause (A) above and (y) the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed on the Class A Certificates pursuant to clause (A) above and the amount distributed on the Class M-1 Certificates pursuant to clause (B) above and (y) the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class M-3 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed on the Class A Certificates pursuant to clause (A) above, the amount distributed on the Class M-1 Certificates pursuant to clause (B) above and the amount distributed on the Class M-2 Certificates pursuant to clause (C) above and (y) the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (E) to the Holders of the Class B Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed on the Class A Certificates pursuant to clause (A) above, the amount distributed on the Class M-1 Certificates pursuant to clause (B) above, the amount distributed on the Class M-2 Certificates pursuant to clause (C) above and the amount distributed on the Class M-3 Certificates pursuant to clause (D) above and (y) the Class B Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; and (F) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D) and (E) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); (ii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iii) to pay the applicable Interest Carry Forward Amount on the Class M-1 Certificates, if any; (iv) to reimburse the Holders of the Class M-1 Certificates for any Realized Losses that have been allocated to the Class M-1 Certificates and not previously reimbursed; (v) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vi) to pay the applicable Interest Carry Forward Amount on the Class M-2 Certificates, if any; (vii) to reimburse the Holders of the Class M-2 Certificates for any Realized Losses that have been allocated to the Class M-2 Certificates and not previously reimbursed; (viii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (ix) to pay the applicable Interest Carry Forward Amount on the Class M-3 Certificates, if any; (x) to reimburse the Holders of the Class M-3 Certificates for Realized Losses that have been allocated to the Class M-3 Certificates and not previously reimbursed; (xi) to pay any remaining Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xii) to pay the applicable Interest Carry Forward Amount on the Class B Certificates, if any; (xiii) to reimburse the Holders of the Class B Certificates for Realized Losses that have been allocated to the Class B Certificates and not previously reimbursed; (xiv) to pay the Net WAC Rate Carryover Amount, if any, for the Class A, Class M-1, Class M-2, Class M-3 and Class B Certificates, in that order, in each case until such amount is paid in full for such Class; and (xv) to the Class CE Certificates, the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xv) and 4.02(c). To the extent that any amounts remain in a REMIC other than REMIC 1 after payment of all amounts due under this Agreement, such amounts will be distributed to the related Residual Interest. (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans or any Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Principal Distribution Amount and apply it in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report, upon which the Trustee may conclusively rely), and the calculations required to be made by the Trustee, to the extent available: (i) before the Stepdown Date or on which a Trigger Event is in effect, sequentially, as follows: (A) sequentially, to the Class A-1, Class A-2 and Class A-3 Certificates, in that order, the Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero; (B) to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (F) to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (G) to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (H) to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (I) to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (J) to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (K) to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (L) any remaining amount of the Principal Distribution Amount shall be applied as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) sequentially, to the Class A-1, Class A-2 and Class A-3 Certificates, in that order, the Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero; (B) to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (C) to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (D) to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (E) to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (F) to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (G) to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (H) to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (I) to the Class M-8 Certificates, up to the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (J) to the Class M-9 Certificates, up to the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; (K) to the Class B-1 Certificates, up to the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and (L) any remaining amount of the Principal Distribution Amount shall be applied as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to the Class A Certificates, pro rata, any remaining Accrued Certificate Interest for such Classes for such Distribution Date; (ii) to the Class A Certificates, pro rata, any Interest Carry Forward Amounts for such Classes for such Distribution Date; (iii) to the Class M-1 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (iv) to the Class M-1 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (v) to the Class M-1 Certificates, any Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to the Class M-2 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (vii) to the Class M-2 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (viii) to the Class M-2 Certificates, any Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to the Class M-3 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (x) to the Class M-3 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (xi) to the Class M-3 Certificates, any Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to the Class M-4 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (xiii) to the Class M-4 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (xiv) to the Class M-4 Certificates, any Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to the Class M-5 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (xvi) to the Class M-5 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (xvii) to the Class M-5 Certificates, any Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to the Class M-6 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (xix) to the Class M-6 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (xx) to the Class M-6 Certificates, any Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to the Class M-7 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (xxii) to the Class M-7 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (xxiii) to the Class M-7 Certificates, any Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxiv) to the Class M-8 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (xxv) to the Class M-8 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (xxvi) to the Class M-8 Certificates, any Class M-8 Realized Loss Amortization Amount for such Distribution Date; (xxvii) to the Class M-9 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (xxviii) to the Class M-9 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (xxix) to the Class M-9 Certificates, any Class M-9 Realized Loss Amortization Amount for such Distribution Date; (xxx) to the Class B-1 Certificates, any remaining Accrued Certificate Interest for such Class for such Distribution Date; (xxxi) to the Class B-1 Certificates, any Interest Carry Forward Amount for such Class for such Distribution Date; (xxxii) to the Class B-1 Certificates, any Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xxxiii) from amounts otherwise distributable to the Class CE-1 Certificates, to the Cap Carryover Reserve Account, first, to the Class A Certificates, pro rata, based on Cap Carryover Amount, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, any Cap Carryover Amount for such Class; (xxxiv) from amounts otherwise distributable to the Class CE-1 Certificates, to the Supplemental Interest Trust, to fund any Defaulted Swap Termination Payment; (xxxv) from amounts otherwise distributable to the Class CE-1 Certificates, if a 40-Year Trigger Event is in effect, sequentially, to the Class X-0, Xxxxx X-0, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, until the earlier of (a) the Overcollateralization Amount (after giving effect to all principal distributions on such Distribution Date other than principal distributions resulting from this Section 4.02(b)(xxxv)) equals the aggregate Principal Balance of the Mortgage Loans with 40-year original terms to maturity as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period or (b) the Certificate Principal Balances of such Certificates have been reduced to zero; (xxxvi) to the Class CE-1 Certificates, up to the Class CE Distributable Amount for such Distribution Date; and (xxxvii) on the sixtieth Distribution Date (or the final Distribution Date, if earlier), to the holders of the Class P Certificates $100.00 in reduction of the Certificate Principal Balance of such Class. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates in respect of the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest and to the Class R-X Certificates in respect of the Class R-A Interest, the Class R-B Interest and the Class R-C Interest and Class R-D Interest, any remaining amount in the Distribution Account from the related REMIC on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xxxvii) and 4.02(c). (c) On each Distribution Date, all Prepayment Penalties (including amounts deposited in connection with the full or partial waiver of such Prepayment Penalties pursuant to Section 3.01) shall be allocated to the Class P Certificates. Such amounts shall not reduce the Certificate Principal Balance of such Class. (d) Any amounts distributed to the Certificates in respect of Cap Carryover Amounts pursuant to Sections 4.02(b)(xxxiii) (to the extent such payments are not from the Cap Agreement or the Swap Agreement) shall first be deemed distributed by REMIC 3 as a distribution in respect of the REMIC 3 Class CE Interest, to REMIC A and distributed thereby as a distribution to the REMIC A Class CE Certificates as payments on notional principal contracts in the nature of interest rate cap contracts. (e) Any amounts distributed to the Class B-1 Certificates pursuant to Section 4.01 or this Section 4.02, other than Cap Carryover Amounts, shall be deemed distributed by REMIC 3 in respect of the REMIC 3 Class B-1 Interest to REMIC C, and distributed thereby as a distribution in respect of the Class B-1 Certificates. (f) On each Distribution Date, Unpaid Realized Loss Amounts on the Class M and Class B-1 Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to such Certificates pursuant to Section 4.02(b) above. (g) Notwithstanding the priority of distributions set forth in Section 4.02(a)(i)(A) and (B) and Section 4.02(a)(ii)(A) and (B), on any Distribution Date on and after the Distribution Date on which the Overcollateralization Amount is zero and the Certificate Principal Balances of the Class M and Class B-1 Certificates have been reduced to zero, any principal distributions to the Class A Certificates will be made concurrently on a pro rata basis, based on their Certificate Principal Balances immediately prior to such Distribution Date.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee: (i) prior to a Stepdown Date or if a Trigger Event is in effect, from the Principal Distribution Amount for such Distribution Date, (A) first to the Holders of Class A-5 Certificates in an amount up to the Class A-5 Lockout Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class A-5 Certificates has been reduced to zero and then, sequentially to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates (without regard to the Class A-5 Lockout Distribution Amount), in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; provided, however, if the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date is greater than the Pool Balance as of the first day of the related Collection Period, pro rata among the Class A Certificates; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; and (E) any amount of the Principal Distribution Amount remaining after making all of the distributions in Clauses (A), (B), (C) and (D) shall be applied as set forth in Section 4.02(b).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) Before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (A) the Group I Principal Distribution Amount to the Class AI Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (B) the Group II Principal Distribution Amount to the Class AII Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (A) the Group I Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class AII Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (B) the Group II Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class AI Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance has been reduced to zero; and eighth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) On or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (A) the Group I Principal Distribution Amount to the Class AI Certificates up to the Class AI Principal Distribution Amount, until the Certificate Principal Balance of the Class AI Certificates has been reduced to zero; and (B) the Group II Principal Distribution Amount to the Class AII Certificates up to the Class AII Principal Distribution Amount, until the Certificate Principal Balance of the Class AII Certificate has been reduced to zero; second, concurrently, as follows: (A) from the Group I Principal Distribution Amount remaining after application pursuant to priority first of this Section 4.02(a)(ii) above, to the Class AII Certificates up to the portion, if any, of the related Class AII Principal Distribution Amount that was not distributed pursuant to priority first of this Section 4.02(a)(ii) above, until the Certificate Principal Balance of the Class AII Certificates has been reduced to zero; and (B) from the Group II Principal Distribution Amount remaining after application pursuant to priority first of this Section 4.02(a)(ii) above, to the Class AI Certificates up to the portion, if any, of the related Class AI Principal Distribution Amount that was not distributed pursuant to priority first, of this Section 4.02(a)(ii) above, until the Certificate Principal Balance of the Class AI Certificates has been reduced to zero. third, if any portion of the Class A Principal Distribution Amount remains unpaid after distributions pursuant to priorities first and second of this Section 4.02(a)(ii) above, any remaining Principal Distribution Amount pro rata to the Classes of Class A Certificates remaining outstanding, up to such remaining portion of the Class A Principal Distribution Amount, until the Certificate Principal Balance of each such Class has been reduced to zero; fourth, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay the Extra Principal Distribution Amount for such Distribution Date; (ii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iii) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-1 Certificates; (iv) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (v) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vi) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-2 Certificates; (vii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (viii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (ix) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-3 Certificates; (x) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xii) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-4 Certificates; (xiii) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xiv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xv) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-5 Certificates; (xvi) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xvii) first, to the Class AI and Class AII Certificates, pro rata, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4 and Class M-5 Certificates, in that order, any Cap Carryover Amount for each such Class, in each case until such amount for such Class is paid in full; (xviii) to pay the Class N Certificates, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the Unpaid Interest Shortfall Amount for the Class N Certificates remaining unpaid and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Principal Amount, until the Class N Principal Amount has been reduced to zero; and (xix) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xix). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Transferor Prepayment Charge Payment Amount or any Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class N Certificates (for so long as the Class N Principal Amount has not been reduced to zero pursuant to Section 4.02(b)(xviii) above), and to the Class X Certificates after the Class N Principal Amount has been reduced to zero. Such amounts shall be treated as having been distributed to the Holders of the Class N and Class X Certificates from the Grantor Trust. Such amounts shall be applied to make the distributions specified under Section 4.02(b)(xviii) and (xix), in the order specified in such clauses, to the extent not paid out of the Monthly Excess Cashflow Amount pursuant to Section 4.02(b). (d) Any amounts distributed to the Class A and Mezzanine Certificates in respect of interest pursuant to Sections 4.02(b)(xvii) which constitute Cap Carryover Amounts (taking into account, in the case of the Class AI and Class AII Certificates, the parenthetical in clause (ii) of the definition of Cap Carryover Amount) shall first be deemed distributed by REMIC 2 as a distribution in respect of the Class X/N Interest and distributed thereby as a distribution to the Class N and Class X Certificates, and then distributed to the Class A and Mezzanine Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class X/N Interest or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class N and Class X Certificates from the Grantor Trust.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, the Senior Fixed-Rate Principal Distribution Amount, sequentially, to the Class AI-1, Class AI-2, Class AI-3 and Class AI-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, the Senior Principal Distribution Amount remaining after priority first above, to the Class AII-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and seventh, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, the Senior Fixed-Rate Principal Distribution Amount, sequentially, to the Class AI-1, Class AI-2, Class AI-3 and Class AI-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, the Senior Principal Distribution Amount remaining after priority first above, to the Class AII-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class B Certificates, up to the Class B Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and seventh, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Class M-3 Interest Carry Forward Amount, if any; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xiii) to pay the remaining Class B Interest Carry Forward Amount, if any; (xiv) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xv) first, to the Class A Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3 and Class B Certificates, in that order, xxx Xxx Xxxxyover Amount for each such Class; (xvi) to pay the Special Servicing Fees for such Distribution Date and any accrued and unpaid Special Servicing Fees which remain unpaid from any previous Distribution Date; (xvii) to the Class CE Certificates, the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xvii). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans or any Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered P&I Certificates in respect of interest pursuant to Sections 4.01(b)(xv) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 4 as a distribution in respect of the REMIC 4 Components and distributed thereby as a distribution to the Class CE Certificates in respect of the REMIC 4 Components, and then distributed to the Offered P&I Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (e) Any amounts distributed to the Class M-3 Certificates pursuant to Section 4.01 or this Section 4.02, other than Cap Carryover Amounts, shall be deemed distributed by REMIC 4 in respect of the Class T4-M3 Interest, then paid to REMIC 5 and distributed thereby as a distribution in respect of the REMIC 5 Regular Interest. (f) Any amounts distributed to the Class B Certificates pursuant to Section 4.01 or this Section 4.02, other than Cap Carryover Amounts, shall be deemed distributed by REMIC 4 in respect of the Class T4-B Interest, then paid to REMIC 6 and distributed thereby as a distribution in respect of the REMIC 6 Regular Interest.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Securities Administrator shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Securities Administrator), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (i) the Group I Senior Principal Distribution Amount, to the Class AI Certificates, in accordance with the Class AI Certificates Principal Allocation; (ii) the Group II Senior Principal Distribution Amount, concurrently, to the Class AII-1A and Class AII-1B Certificates, pro rata; and (iii) the Group III Senior Principal Distribution Amount, sequentially, to the Class AIII-1, Class AIII-2 and Class AIII-3 Certificates; second, concurrently, as follows: (i) the Group I Senior Principal Distribution Amount remaining after priority first (i) above, concurrently, as follows: (a) concurrently, to the Class AII-1A and Class AII-1B Certificates, pro rata; and (b) sequentially, to the Class AIII-1, Class AIII-2 and Class AIII-3 Certificates; (ii) the Group II Senior Principal Distribution Amount remaining after priority first (ii) above, sequentially, as follows: (a) sequentially, to the Class AIII-1, Class AIII-2 and Class AIII-3 Certificates; and (b) to the Class AI Certificates, in accordance with the Class AI Certificates Principal Allocation, after giving effect to the distribution made pursuant to priority first (i) above; and (iii) the Group III Senior Principal Distribution Amount remaining after priority first (iii) above, sequentially, as follows: (a) concurrently, to the Class AII-1A and Class AII-1B Certificates, pro rata; and (b) to the Class AI Certificates, in accordance with the Class AI Certificates Principal Allocation, after giving effect to the distribution made pursuant to priority first (i) above; third, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-0 Xxxxxxxxxxxx; fourth, concurrently, to the Class M-8A and Class M-8B Certificates, pro rata; fifth, sequentially, to the Class M-9 and Class M-10 Certificates; and sixth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-7 Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-7 Certificates; (xxiii) to pay the Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxiv) first, to pay the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then to pay sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Clxxx X-0 Xxxxxxicates, in that order, any Cap Carryover Amount for each such Class; and (xxv) to pay to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxv). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates and the Class M-7 Certificates in respect of interest pursuant to Sections 4.01(b)(xxiv) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates and the Class M-7 Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, Unpaid Realized Loss Amounts on the Offered Certificates and the Class M-7 Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Offered Certificates and the Class M-7 Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report, upon which the Trustee may conclusively rely absent manifest error, and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class A-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class A-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelve, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class M-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and fifteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, to the Class A-1 Certificates, up to the Senior Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class A-2 Certificates, up to the Senior Principal Distribution Amount remaining after priority first above, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class A-3 Certificates, up to the Senior Principal Distribution Amount remaining after priority first and second above, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class A-4 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second and third above, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-7 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-8 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-9 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class M-10 Certificates, up to the Class M-10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and fifteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). On or after the Subordination Depletion Date, all principal distributions to the Class A Certificates pursuant to 4.02(a)(i) and 4.02(a)(ii) will be distributed concurrently, to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, on a pro rata basis, based on the Certificate Principal Balance of such Classes of Certificates until the Certificate Principal Balances of such Certificates is reduced to zero. (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, on the Class A Certificates; (ii) to pay any Interest Carry Forward Amount for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates for such Distribution Date; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates for such Distribution Date; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates for such Distribution Date; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates for such Distribution Date; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates for such Distribution Date; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates for such Distribution Date; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-7 Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-7 Certificates for such Distribution Date; (xxiii) to pay the Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxiv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-8 Certificates; (xxv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-8 Certificates for such Distribution Date; (xxvi) to pay the Class M-8 Realized Loss Amortization Amount for such Distribution Date; (xxvii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-9 Certificates; (xxviii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-9 Certificates for such Distribution Date; (xxix) to pay the Class M-9 Realized Loss Amortization Amount for such Distribution Date; (xxx) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-10 Certificates; (xxxi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-10 Certificates for such Distribution Date; (xxxii) to pay the Class M-10 Realized Loss Amortization Amount for such Distribution Date; (xxxiii) from amounts otherwise distributable to the Class CE Certificates, to the Cap Carryover Reserve Account, first, to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, any Cap Carryover Amount for each such Class; (xxxiv) from amounts otherwise distributable to the Class CE Certificates, to the Supplemental Interest Trust for the Swap Provider, any Swap Termination Payments resulting from a Swap Provider Trigger Event; and (xxxv) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-3 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxxv). (c) On each Distribution Date, after making the distributions of the Available Funds, Monthly Excess Cashflow and amounts on deposit in the Cap Carryover Reserve Account as set forth above, the Supplemental Interest Trust Trustee shall distribute the amount on deposit in the Swap Account as follows: first, to the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement for such Distribution Date; second, to the Swap Provider, any Swap Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement; third, concurrently, to each Class of Class A Certificates, the related Accrued Certificate Interest and Interest Carry Forward Amount remaining undistributed after the distributions of the Interest Remittance Amount, on a pro rata basis based on such respective remaining Accrued Certificate Interest and Interest Carry Forward Amount; fourth, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the related Accrued Certificate Interest and Interest Carry Forward Amount, to the extent remaining undistributed after the distributions of the Interest Remittance Amount and the Monthly Excess Cashflow; fifth, to the holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount necessary to maintain the applicable Targeted Overcollateralization Amount after taking into account distributions made pursuant to Section 4.02(b)(i) (but only to the extent of cumulative Realized Losses); sixth, concurrently, to each Class of Class A Certificates, the related Cap Carryover Amount, to the extent remaining undistributed after distributions are made from the Cap Carryover Reserve Account, on a pro rata basis based on such respective Cap Carryover Amounts remaining; seventh, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the related Cap Carryover Amount, to the extent remaining undistributed after distributions are made from the Cap Carryover Reserve Account; eighth, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, to the extent of any remaining related Realized Loss Amortization Amount for such Class; and ninth, to the Class CE Certificates, any remaining amounts. (d) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Any such amounts in respect of Originator Prepayment Charge Payment Amounts or Servicer Prepayment Charge Payment Amounts shall not be payments with respect to a "regular interest" in a REMIC within the meaning of Code Section 860G(a)(1). Such distributions shall not be applied to reduce the Certificate Principal Balance of the Class P Certificates. On the first Distribution Date following the expiration of the latest prepayment term with respect to the related Mortgage Loans and if funds are available on such date, the Class P Certificates shall be entitled to its outstanding Certificate Principal Balance prior to any distributions of Monthly Excess Cashflow Amounts pursuant to Section 4.02(b) on such Distribution Date. (e) Any amounts distributed to the Class A and Class M Certificates in respect of interest pursuant to Sections 4.02(b)(xxxiii) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 3 as a distribution with respect to the Class XX XXXXX 3 Regular Interest, and then distributed to the Class A and Class M Certificates as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates shall be treated as having been distributed to the Holders of the Class CE Certificates. (f) On each Distribution Date, Unpaid Realized Loss Amounts on the Class M Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Class M Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, the Class A-1 Principal Distribution Amount to the Class A-1 Certificates and the Class A-2 Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; second, the Class A-2 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and the Class A-1 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and eighth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, the Class A-1 Principal Distribution Amount to the Class A-1 Certificates and the Class A-2 Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; second, the Class A-2 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii) above, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and the Class A-1 Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii) above, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class B Certificates, up to the Class B Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and eighth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class B Certificates; (xvii) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xviii) first, to the Class A Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4 and Class B Certificates, in xxxx xxxxx, xny Cap Carryover Amount for each such Class; and (xix) to the Class CE Certificates, the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xix). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans or any Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered P&I Certificates in respect of interest pursuant to Sections 4.01(b)(xviii) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 4 as a distribution in respect of the REMIC 4 Components and distributed thereby as a distribution to the Class CE Certificates in respect of the REMIC 4 Components, and then distributed to the Offered P&I Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2 and Class A-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) concurrently, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof has been reduced to zero; and (b) sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 and Class A-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2 and Class A-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) concurrently, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 and Class A-1A Certificates, pro rata, until the Certificate Principal Balances thereof has been reduced to zero; and (b) sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2 and Class A-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay the Class A-1A Realized Loss Amortization Amount for such Distribution Date; (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (xi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xii) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xviii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xx) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xxi) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxii) first, to the Class A-1, Class A-1A, Class A-2 and Class A-3 Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Cerxxxxxxxxx, xx xxxx order, any Cap Carryover Amount for each such Class; and (xxiii) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxiii). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(b)(xxii) which constitute Cap Carryover Amounts (taking into account, in the case of the Class A Certificates, the parenthetical in clause (ii) of the definition of Cap Carryover Amount) shall first be deemed distributed by REMIC 4 as a distribution in respect of the REMIC 4 Components and distributed thereby as a distribution to the Class CE Certificates in respect of the REMIC 4 Components, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the REMIC 4 Components or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or on or after the Stepdown Date with respect to which a Trigger Event is in effect, sequentially, as follows: (A) to the Holders of the Class A Certificates, 100% of the Principal Distribution Amount for such Distribution Date, in the following order of priority: (1) the Group I Principal Percentage of the Principal Distribution Amount in the following order of priority: i. to the Class AV-1 Certificates, until the Certificate Principal Balance of the Class AV-1 Certificates has been reduced to zero; and ii. after giving effect to distributions pursuant to Section 4.02(a)(i)(A)(2)(i) below, sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (2) the Group II Principal Percentage of the Principal Distribution Amount in the following order of priority: i. sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; and ii. after giving effect to distributions pursuant to Section 4.02(a)(i)(A)(1)(i) above, to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (E) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero; (F) to the Holders of the Class B-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-3 Certificates has been reduced to zero; and (G) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E) and (F) shall be applied as a portion of the Monthly Excess Cash Flow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount will be distributed to the Class A Certificates in the following order or priority: (1) the Group I Principal Percentage of the such amount in the following order of priority: i. to the Class AV-1 Certificates, until the Certificate Principal Balance of the Class AV-1 Certificates has been reduced to zero; and ii. after giving effect to distributions pursuant to Section 4.02(a)(ii)(A)(2)(i) below, sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (2) the Group II Principal Percentage of such amount in the following order of priority: i. sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; and ii. after giving effect to distributions pursuant to Section 4.02(a)(ii)(A)(1)(i) above, to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M- 1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and the amount distributed to the Class B-1 Certificates pursuant to clause (D) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (F) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class B-1 Certificates pursuant to clause (D) above and the amount distributed to the Class B-2 Certificates pursuant to clause (E) above, and (y) the Class B-3 Principal Distribution Amount will be distributed to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (G) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E) and (F) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class A and Class A-IO Certificates; (ii) to pay the remaining Interest Carry Forward Amounts for the Classes of Class A Certificates, if any, pro rata, among the Class A and the Class A-IO Certificates; (iii) to pay the Class A Realized Loss Amortization Amount for such Distribution Date; (iv) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); provided, however, that for purposes of this clause (iv) and each Distribution Date beginning in September 2002 until the Distribution Date in August 2003 or until the Targeted Overcollateralization Amount is met (whichever is first), only 50% of the Monthly Excess Interest Amount will be distributed to the holders of the Offered Certificates (other than the Class A-IO Certificates) and the Class B-3 Certificates in the priority set forth under Section 4.02(a)(i); (v) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (vi) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vii) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (viii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (ix) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (x) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (xi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-1 Certificates; (xii) to pay the remaining Class B-1 Interest Carry Forward Amount, if any; (xiii) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xiv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-2 Certificates; (xv) to pay the remaining Class B-2 Interest Carry Forward Amount, if any; (xvi) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xvii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-3 Certificates; (xviii) to pay the remaining Class B-3 Interest Carry Forward Amount, if any; (xix) to pay the Class B-3 Realized Loss Amortization Amount for such Distribution Date; (xx) to the LIBOR Carryover Reserve Account for distribution to the Offered Certificates (other than the Class A-IO Certificates) and the Class B-3 Certificates, the aggregate amount of any LIBOR Carryover Amount, in accordance with the priorities set forth in Section 4.01; (xxi) to pay the amount of any Nonrecoverable Advances and unpaid Advances, if any, to predecessor Servicers; (xxii) to pay the Special Servicing Fees for such Distribution Date and any accrued and unpaid Special Servicing Fees which remain unpaid from any previous Distribution Date; (xxiii) from amounts distributed on the Class X/N Certificates, to the Class N Certificates, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; (xxiv) from amounts distributed on the Class X/N Certificates, to the Class X Certificates, the Class X Distributable Amount for such Distribution Date; and (xxv) any remaining amounts to the Holders of the Residual Certificates (in respect of the appropriate Class R Interest, the Class R-4 or the Class R-5 Certificates). With respect to any distributions to be made on the Class B-3 Certificates, the Class N Certificates or the Class X Certificates pursuant to this Section 4.02, such distributions will be made first, on the Class B-3 Interest or the Class X/N Interest, as applicable, and then, on the related Class of Certificates. (c) On each Distribution Date, all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N Certificates in the priority set forth under Section 4.02(b)(xxiii) for so long as the Notional Amount of the Class N Certificates is greater than zero, and to the Class X Certificates after the Class N Notional Amount has been reduced to zero.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Securities Administrator shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Securities Administrator), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, sequentially, to the Class A-1, Class A-2 and Class A-3 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and eleventh, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, sequentially, to the Class A-1, Class A-2 and Class A-3 Certificates, in that order, up to the Senior Principal Distribution Amount, until the Certificate Principal Balances thereof have been reduced to zero; second, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-8 Certificates, up to the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-9 Certificates, up to the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and eleventh, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-7 Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-7 Certificates; (xxiii) to pay the Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxiv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-8 Certificates; (xxv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-8 Certificates; (xxvi) to pay the Class M-8 Realized Loss Amortization Amount for such Distribution Date; (xxvii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-9 Certificates; (xxviii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-9 Certificates; (xxix) to pay the Class M-9 Realized Loss Amortization Amount for such Distribution Date; (xxx) first, to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, any Cap Carryover Amount for each such Class; and (xxxi) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxxi). (c) On each Distribution Date, the Securities Administrator shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicers in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amounts or Servicer Prepayment Charge Payment Amounts and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(b)(xxx) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, Unpaid Realized Loss Amounts on the Offered Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Offered Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, (A) concurrently, as follows: (1) sequentially to the Holders of the Class A-1F and Class A-2F Certificates, in that order, the Group 1 Principal Percentage of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of each such Class has been reduced to zero and then to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) to the Holders of the Class A-1A Certificates, the Group 2 Principal Percentage of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero and then sequentially to the Class A-1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B Certificates has been reduced to zero; and (E) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount, concurrently as follows: (1) the Group 1 Principal Percentage of the lesser of (x) the Principal Distribution Amount and (y) Class A Principal Distribution Amount will be distributed sequentially, to the Class A -1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero and then to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) the Group 2 Principal Percentage of the lesser of (x) the Principal Distribution Amount and (y) Class A Principal Distribution Amount will be distributed to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero and then sequentially to the Class A-1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount will be distributed to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (E) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class A-1F, Class A-2F and Class A-1A Certificates; (ii) to pay the remaining Interest Carry Forward Amounts for the Classes of Class A Certificates, if any, pro rata, among the Class A-1F, Class A-2F and the Class A-1A Certificates; (iii) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xi) to pay the remaining Class B Interest Carry Forward Amount, if any; (xii) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xiii) concurrently, to the Class A-1F and Class A-1A Certificates, pro rata, the aggregate amount of any Class A-1F LIBOR Carryover Amount and Class A-1A LIBOR Carryover Amount, respectively; (xiv) to pay the Special Servicing Fees for such Distribution Date and any accrued and unpaid Special Servicing Fees which remain unpaid from any previous Distribution Date; (xv) to fund the Class N Reserve Fund pursuant to Section 4.08; (xvi) to pay the Class N Certificates, (A) the Accrued Certificate Interest for the Class N Certificates and (B) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; and (xvii) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xvii) and 4.02(c). (c) On each Distribution Date, all prepayment premiums and penalties (including amounts deposited by the Seller in lieu thereof pursuant to Section 3.01) shall be allocated to the Class N Certificates for so long as the Notional Amount of the Class N Certificates is greater than zero pursuant to Section 4.02(b)(xv) above), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(a)(ii)-(vi) which constitute Rate Payments shall first be deemed distributed by REMIC 4 to the Class X/N Interest as a distribution in respect of the REMIC 4 Components, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (e) Any amounts distributed to the Class A-1F or Class A-1A Certificates in respect of LIBOR Carryover Amounts pursuant to Section 4.02(b)(xiii) shall first be deemed distributed by REMIC 4 to the Class X/N Interest as a distribution of Monthly Excess Cashflow Amount, and then distributed to the Class A-1F or Class A-1A Certificates, as the case may be, from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (f) Any amounts distributed to the Class N Certificates pursuant to Section 4.02(b)(xv), to the Class N Reserve Fund pursuant to Section 4.02(b)(xvi) and to the Class X Certificates pursuant to Section 4.02(b)(xvii) shall be considered distributed to the Class X/N Interest in respect of the REMIC 4 Components and then to the Class N and Class X Certificates pursuant to Section 9.01(n).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (i) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 2 Senior Principal Distribution Amount to the A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (ii) with respect to any Distribution Date on and after to the Subordination Depletion Date, concurrently, the Group 2 Senior Principal Distribution Amount to the A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) (i) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (ii) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-11 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifteenth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and sixteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (i) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 2 Senior Principal Distribution Amount to the A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (ii) with respect to any Distribution Date on and after to the Subordination Depletion Date, concurrently, the Group 2 Senior Principal Distribution Amount to the A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) (i) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (ii) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-8 Certificates, up to the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-9 Certificates, up to the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-10 Certificates, up to the Class M-10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-11 Certificates, up to the Class M-11 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class B-1 Certificates, up to the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifteenth, to the Class B-2 Certificates, up to the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and sixteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such classes for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-7 Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-7 Certificates; (xxiii) to pay the Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxiv) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-8 Certificates; (xxv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-8 Certificates; (xxvi) to pay the Class M-8 Realized Loss Amortization Amount for such Distribution Date; (xxvii) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-9 Certificates; (xxviii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-9 Certificates; (xxix) to pay the Class M-9 Realized Loss Amortization Amount for such Distribution Date; (xxx) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-10 Certificates; (xxxi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-10 Certificates; (xxxii) to pay the Class M-10 Realized Loss Amortization Amount for such Distribution Date; (xxxiii) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class M-11 Certificates; (xxxiv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-11 Certificates; (xxxv) to pay the Class M-11 Realized Loss Amortization Amount for such Distribution Date; (xxxvi) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class B-1 Certificates; (xxxvii) to pay the remaining Interest Carry Forward Amount, if any, for the Class B-1 Certificates; (xxxviii) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xxxix) to pay any remaining unpaid Accrued Certificate Interest for such class for such Distribution Date for the Class B-2 Certificates; (xl) to pay the remaining Interest Carry Forward Amount, if any, for the Class B-2 Certificates; (xli) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date;

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-7 Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-7 Certificates; (xxiii) to pay the Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxiv) first, to the Class A-1 and Class A-2 Certificates, pro rata, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, any Cap Carryover Amount for each such Class; and (xxv) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxv). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.02(b)(xxiv) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, Unpaid Realized Loss Amounts on the Offered Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Offered Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Securities Administrator shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Master Servicer's Certificate and the calculations required to be made by the Securities Administrator), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, as follows: first, concurrently, as follows: (I) the Group 1 Senior Principal Distribution Amount, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (A) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (B) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, the Group 2 Senior Principal Distribution Amount to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (I) (A) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-7 Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-7 Certificates; (xxiii) to pay the Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxiv) first, to the Class A-1 and Class A-2 Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 xxx Xxxxx X-0 Certificates, in that order, any Cap Carryover Amount for each such Class; and (xxv) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxv). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(b)(xxiv) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, Unpaid Realized Loss Amounts on the Offered Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Offered Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) sequentially, the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) sequentially, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2, Class A-3 and Class A-4 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and ninth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) first, to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Cerxxxxxxxxx, xx xxxx order, any Cap Carryover Amount for each such Class; and (xxii) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxii). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Master Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(b)(xxi) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, Unpaid Realized Loss Amounts on the Offered Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Offered Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) No later than 11:00 AM Eastern Time on each Distribution Date, the Securities Administrator shall furnish instructions to the Trustee reporting the amount of the related Principal Distribution Amount, and instructing the Trustee as to how to apply such Principal Distribution Amount in accordance with clause (i) or (ii) below, as applicable. On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the information provided to it by the Securities Administrator pursuant to the preceding sentence, and the calculations required to be made by the Securities Administrator), in reduction of the Principal Balances of the Classes to which such amounts are paid, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1 and Class A-1A Certificates, pro rata, until the Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) concurrently, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 and Class A-1A Certificates, pro rata, until the Principal Balances thereof has been reduced to zero; and (b) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2 Certificates, until the Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Principal Balance thereof has been reduced to zero; ninth, to the Class B Certificates, until the Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) concurrently, the Group 1 Senior Principal Distribution Amount to the Class A-1 and Class A-1A Certificates, pro rata, until the Principal Balances thereof have been reduced to zero; and (b) the Group 2 Senior Principal Distribution Amount to the Class A-2 Certificates, until the Principal Balance thereof has been reduced to zero; second, concurrently, as follows: (a) concurrently, the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 and Class A-1A Certificates, pro rata, until the Principal Balances thereof has been reduced to zero; and (b) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2 Certificates, until the Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Principal Balance thereof has been reduced to zero; ninth, to the Class B Certificates, up to the Class B Principal Distribution Amount, until the Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, for the Class A Certificates; (ii) to pay any Interest Carry Forward Amounts for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay the Class A-1A Realized Loss Amortization Amount for such Distribution Date; (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (xi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates; (xii) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xiv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates; (xv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xvii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates; (xviii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xx) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates; (xxi) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B Certificates; (xxiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class B Certificates; (xxiv) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xxv) first, to the Class A-1, Class A-1A and Class A-2 Certificates, pro rata, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Cxxxxxxxxxxx, xx xxxx order, any Cap Carryover Amount for each such Class; and (xxvi) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxvi). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(b)(xxv) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report, upon which the Trustee may conclusively rely absent manifest error, and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (i) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2A, Class A-2B and Class A-2C Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (ii) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently the Group 2 Senior Principal Distribution Amount to the Class A-2A, Class A-2B and Class A-2C Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (i) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, any Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2A, Class A-2B and Class A-2C Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (b) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, any Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-2A, Class A-2B and Class A-2C Certificates, pro rata, until the Certificate Principal Balances thereof has been reduced to zero; and (d) any Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and fourteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, concurrently, as follows: (a) the Group 1 Senior Principal Distribution Amount to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (i) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 2 Senior Principal Distribution Amount to the Class A-2A, Class A-2B and Class A-2C Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (b) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, the Group 2 Senior Principal Distribution Amount to the Class A-2A, Class A-2B and Class A-2C Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (i) with respect to any Distribution Date prior to the Subordination Depletion Date, (a) sequentially, any Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-2A, Class A-2B and Class A-2C Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero or (b) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, any Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii)to the Class A-2A, Class A-2B and Class A-2C Certificates, pro rata, until the Certificate Principal Balances thereof have been reduced to zero; and (d) any Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-8 Certificates, up to the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-9 Certificates, up to the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-10 Certificates, up to the Class M-10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class B Certificates, up to the Class B Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and fourteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, on the Class A Certificates; (ii) to pay any Interest Carry Forward Amount for such Distribution Date, pro rata, for the Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates for such Distribution Date; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates for such Distribution Date; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates for such Distribution Date; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates for such Distribution Date; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates for such Distribution Date; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates for such Distribution Date; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-7 Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-7 Certificates for such Distribution Date; (xxiii) to pay the Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxiv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-8 Certificates; (xxv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-8 Certificates for such Distribution Date; (xxvi) to pay the Class M-8 Realized Loss Amortization Amount for such Distribution Date; (xxvii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-9 Certificates; (xxviii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-9 Certificates for such Distribution Date; (xxix) to pay the Class M-9 Realized Loss Amortization Amount for such Distribution Date; (xxx) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-10 Certificates; (xxxi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-10 Certificates for such Distribution Date; (xxxii) to pay the Class M-10 Realized Loss Amortization Amount for such Distribution Date; (xxxiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class B Certificates; (xxxiv) to pay the remaining Interest Carry Forward Amount, if any, for the Class B Certificates for such Distribution Date; (xxxv) to pay the Class B Realized Loss Amortization Amount for such Distribution Date; (xxxvi) first, to the Class X-0, Xxxxx X-0X, Xxxxx X-0X and Class A-2C Certificates, pro rata, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class B Certificates, in that order, any Cap Carryover Amount for each such Class; and (xxxvii) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-2 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxxvii). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Any such -105- amounts in respect of Originator Prepayment Charge Payment Amounts or Servicer Prepayment Charge Payment Amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. Such distributions shall not be applied to reduce the Certificate Principal Balance of the Class P Certificates. On the first Distribution Date following the expiration of the latest prepayment term with respect to the related Mortgage Loans and if funds are available on such date, the Class P Certificates shall be entitled to its outstanding Certificate Principal Balance prior to any distributions of Monthly Excess Cashflow Amounts pursuant to Section 4.02(b) on such Distribution Date. (d) Any amounts distributed to the Class A, Class M and Class B Certificates in respect of interest pursuant to Sections 4.02(b)(xxxvi) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Class A, Class M and Class B Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payments shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, Unpaid Realized Loss Amounts on the Class M and Class B Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Class M and Class B Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall distribute the Principal Distribution Amount in the following amounts and order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, in each case to the extent of the Principal Distribution Amount remaining for such Distribution Date: (i) With respect to any Distribution Date before the Stepdown Date or with respect to which a Trigger Event is in effect the Principal Distribution Amount will be distributed: (A) first, to Senior Certificates, sequentially, in the following order: (1) to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (B) second, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) third, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) fourth, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) fifth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (F) the amount, if any, of the Principal Distribution Amount remaining after application with respect to the priorities set forth above will constitute part of the "Monthly Excess Cashflow Amount" for such Distribution Date and will be applied as set forth in Section 4.02(b) hereof. Notwithstanding the foregoing order of priority, on any Distribution Date on which the aggregate Certificate Principal Balance of the Senior Certificates is equal to or greater than the aggregate Principal Balance of the Mortgage Loans, any amount in respect of principal to be distributed to the Senior Certificates will be distributed pro rata and not sequentially based on their respective Certificate Principal Balances. (ii) With respect to any Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event is not in effect the Principal Distribution Amount will be distributed: (A) first, to the Senior Certificates, the Senior Principal Distribution Amount, sequentially, in the following order: (1) to the Class A-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) to the Class A-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (B) second, to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (C) third, to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (D) fourth, to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (E) fifth, to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and (F) the amount, if any, of the Principal Distribution Amount remaining after application with respect to the priorities set forth above will constitute part

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: (A) concurrently, as follows: (1) the Group I Principal Distribution Amount, sequentially, to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, to the Class AV-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero, and to the Class AV-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (2) the Group II Principal Distribution Amount, concurrently, pro rata, as follows: (a) to the Class AF-4 Certificates, the Class AF-4 Lockout Distribution Amount; and (b) sequentially, first to the Class AF-1A, Class AF-1B and Class AF-1C Certificates on a pro rata basis until the respective Certificate Principal Balance of each such class has been reduced to zero, second to the Class AF-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero, third to the Class AF-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero and fourth to the Class AF-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero, in that order; (B) concurrently, as follows: (1) the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, pro rata, as follows: (a) to the Class AF-4 Certificates, the Class AF-4 Lockout Distribution Amount and (b) sequentially, first, to the Class AF-1A, Class AF-1B and Class AF-1C Certificates on a pro rata basis, until the respective Certificate Principal Balance of each such class has been reduced to zero, second, to the Class AF-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, third, to the Class AF-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, and fourth, to the Class AF-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, in that order; and (2) the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, sequentially to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, to the Class AV-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero, and to the Class AV-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (C) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (D) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero;

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, to the Class A-6 Certificates, up to the Class A-6 Lockout Distribution Percentage of the Senior Principal Distribution Amount for such Distribution Date; second, to the Class A-1A and Class A-1B Certificates, pro rata, up to the Senior Principal Distribution Amount remaining after priority first above, until the aggregate Certificate Principal Balance thereof has been reduced to zero; third, to the Class A-2 Certificates, up to the Senior Principal Distribution Amount remaining after priority first and second above, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class A-3 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second and third above, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class A-4 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second, third and fourth above, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class A-5 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second, third, fourth and fifth above, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class A-6 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second, third, fourth, fifth and sixth above, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifteenth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and sixteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: first, to the Class A-6 Certificates, up to the Class A-6 Lockout Distribution Percentage of the Senior Principal Distribution Amount for such Distribution Date; second, to the Class A-1A and Class A-1B Certificates, pro rata, up to the Senior Principal Distribution Amount remaining after priority first above, until the aggregate Certificate Principal Balance thereof has been reduced to zero; third, to the Class A-2 Certificates, up to the Senior Principal Distribution Amount remaining after priority first and second above, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class A-3 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second and third above, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class A-4 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second, third and fourth above, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class A-5 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second, third, fourth and fifth above, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class A-6 Certificates, up to the Senior Principal Distribution Amount remaining after priority first, second, third, fourth, fifth and sixth above, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourteenth, to the Class B-1 Certificates, up to the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifteenth, to the Class B-2 Certificates, up to the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and sixteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining Accrued Certificate Interest for such Distribution Date, pro rata, on each Class of Class A Certificates; (ii) to pay any Interest Carry Forward Amount for such Distribution Date, pro rata, for each Class of Class A Certificates; (iii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-1 Certificates; (iv) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-1 Certificates for such Distribution Date; (v) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-2 Certificates; (vii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-2 Certificates for such Distribution Date; (viii) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (ix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-3 Certificates; (x) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-3 Certificates for such Distribution Date; (xi) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-4 Certificates; (xiii) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-4 Certificates for such Distribution Date; (xiv) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-5 Certificates; (xvi) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-5 Certificates for such Distribution Date; (xvii) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xviii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the Class M-6 Certificates; (xix) to pay the remaining Interest Carry Forward Amount, if any, for the Class M-6 Certificates for such Distribution Date; (xx) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xxi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the B-1 Certificates; (xxii) to pay the remaining Interest Carry Forward Amount, if any, for the Class B-1 Certificates for such Distribution Date; (xxiii) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xxiv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date on the B-2 Certificates; (xxv) to pay the remaining Interest Carry Forward Amount, if any, for the Class B-2 Certificates for such Distribution Date; (xxvi) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xxvii) to the Reserve Account, any payment in respect of Cap Carryover Amounts for the Class A-1A Certificates; (xxviii) to the Class A-1A Certificates, any Cap Carryover Amount for such Class; and (xxix) to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-2 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxix). (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment of any of the Mortgage Loans, any Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Any such amounts in respect of Servicer Prepayment Charge Payment Amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. Such distributions shall not be applied to reduce the Certificate Principal Balance of the Class P Certificates. On the first Distribution Date following the expiration of the latest prepayment term with respect to the related Mortgage Loans and if funds are available on such date, the Class P Certificates shall be entitled to its outstanding Certificate Principal Balance prior to any distributions of Monthly Excess Cashflow Amounts pursuant to Section 4.02(b) on such Distribution Date. (d) Any amounts distributed to the Class A-1A Certificates in respect of interest pursuant to Section 4.02(b)(xxviii) which constitute Cap Carryover Amounts (excluding amounts paid under the Yield Maintenance Agreement) shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Class A-1A Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Class CE Certificates or any remaining Yield Maintenance Agreement Payments shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust. (e) On each Distribution Date, following the foregoing distributions, an amount equal to the amount of Subsequent Recoveries deposited into the Collection Account pursuant to Section 3.05 and included in the Available Funds for such Distribution Date shall be applied to increase the Certificate Principal Balance of the Class of Class M or Class B Certificates then outstanding with the highest distribution priority up to the extent of the Applied Realized Loss Amount previously allocated to that Class of Certificates pursuant to Section 4.03. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Class M or Class B Certificates then outstanding with the next highest distribution priority, up to the amount of the Applied Realized Loss Amount previously allocated to that Class of certificates pursuant to Section 4.03, and so on. Holders of such Certificates shall not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (f) On each Distribution Date, Unpaid Realized Loss Amounts on the Class M and Class B Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Class M and Class B Certificates pursuant to Section 4.02(b) above.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Reports), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows (provided, that on the Class P Principal Distribution Date, $100 will first be paid to the Holder of the Class P Certificate): (A) to the Holders of the Class A Certificates, the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class A Certificates has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (E) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero; and (F) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D) and (E) shall be applied as set forth in Section 3.04(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect (provided, that on the Class P Principal Distribution Date, $100 will first be paid to the Holder of the Class P Certificate): (A) the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount, will be distributed to the Class A Certificates until the Certificate Principal Balance thereof has been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above, the amount distributed to the Class B-1 Certificates pursuant to clause (D) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (F) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D) and (E) above shall be applied as set forth in Section 3.04(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay the Interest Carry Forward Amount, if any, to the Class M-1 Certificates; (ii) to pay any Unpaid Realized Loss Amount to the Class M-1 Certificates; (iii) to pay the Interest Carry Forward Amount, if any, to the Class M-2 Certificates; (iv) to pay any Unpaid Realized Loss Amount to the Class M-2 Certificates; (v) to pay the Interest Carry Forward Amount, if any, to the Class B Certificates; (vi) to pay any Unpaid Realized Loss Amount to the Class B-1 Certificates; (vii) to pay any Unpaid Realized Loss Amount to the Class B-2 Certificates; (viii) [Reserved]; (i) from any Class A Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class A Certificates for that Distribution Date, to the Class A Certificates, (ii) from any Class M-1 Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class M-1 Certificates for that Distribution Date, to the Class M-1 Certificates, (iii) from any Class M-2 Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class M-2 Certificates for that Distribution Date, the Class M-2 Certificates, (iv) from any Class B-1 Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class B-1 Certificates for that Distribution Date, to the Class B-1 Certificates and (v) from any Class B-2 Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, an amount equal to any unpaid remaining Basis Risk Carry Forward Amount with respect to the Class B-2 Certificates for that Distribution Date, to the Class B-2 Certificates; (x) to the Excess Reserve Fund Account, the amount of any Basis Risk Carry Forward Amount for such Distribution Date remaining unpaid after the application of the Interest Rate Cap Payments pursuant to clause (ix), above, on such Distribution Date; (xi) from funds on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, sequentially to the Class A, Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, any Basis Risk Carry Forward Amount for such class remaining unpaid after the application of the Interest Rate Cap Payments pursuant to clause (ix), above, on such Distribution Date; (xii) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 3.04(b)(i)-(xi) (to the extent stated in clause (i) of the definition of Class X Distributable Amount, as interest, and to the extent stated in clause (ii) of the definition of Class X Distributable Amount, as principal); and (xiii) to the holders of the Class R Certificates, any remaining amount. (c) On each Distribution Date, all prepayment charges received by Bank of America or Wilshire during the related Prepayment Period and remitted to the Trustee on the related Servicer Remittance Date, shall be paid to the holders of the Class P Certificates.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: (A) concurrently, as follows: (1) sequentially, the Group I Principal Distribution Amount to the Class AF-1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; and (2) sequentially, the Group II Principal Distribution Amount to the Class AV-1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; (B) concurrently, as follows: (1) the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, sequentially, to the Class AV-1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; and (2) the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, sequentially, to the Class AF-1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; (C) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (D) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (E) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (F) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero (G) to the Holders of the Class B-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-3 Certificates has been reduced to zero; and (H) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F) and (G) shall be applied as set forth in Section 4.02(b). 92 (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) concurrently as follows: (1) sequentially, the Group I Principal Distribution Amount to the Class AF-1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; and (2) the Group II Principal Distribution Amount to the Class AV-1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; (B) concurrently, as follows: (1) the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, to the Class AV-1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; and (2) the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, to the Class AF-1 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above and the amount distributed to the Class M-1 Certificates in clause (C) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above and the amount distributed to the Class M-2 Certificates pursuant to clause (D) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (F) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above and the amount distributed to the Class B-1 Certificates pursuant to clause (E) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (G) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above, the amount distributed to the Class B-1 Certificates pursuant to clause (E) above and the amount distributed to the Class B-2 Certificates pursuant to clause (F) above and (y) the Class B-3 Principal Distribution Amount will be distributed to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (H) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F) and (G) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class AF-1, Class AV-1 and Class A-IO Certificates; (ii) to pay the remaining Interest Carry Forward Amounts for the classes of Class A Certificates, if any, pro rata, among the Class AF-1, Class AV-1 and Class A-IO Certificates; (iii) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the Class M-1 Interest Carry Forward Amount, if any; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the Class M-2 Interest Carry Forward Amount, if any; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-1 Certificates; (xi) to pay the Class B-1 Interest Carry Forward Amount, if any; (xii) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-2 Certificates; (xiv) to pay the Class B-2 Interest Carry Forward Amount, if any; (xv) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-3 Certificates; (xvii) to pay the Class B-3 Interest Carry Forward Amount, if any; (xviii) to pay the Class B-3 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay the Class R Excess Interest Amount for such Distribution Date; (xx) to pay the Class R Excess Interest Carryforward Amount for such Distribution Date; (xxi) to the Class AV-1 Certificates, the aggregate amount of any Carryover Amount due to such Certificates; (xxii) sequentially, to the Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates, in that order, any Carryover Amount due to such Certificates; (xxiii) to pay the Class N Certificates, from the remaining amount distributable on the Class X/N Interest, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; and (xxiv) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xxiv) and 4.02(c). (c) On each Distribution Date, all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N Certificates for so long as the Notional Amount of the Class N Certificates is greater than zero pursuant to Section 4.02(b)(xviii) above), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (d) Any amounts distributed to the Cap Carryover Certificates in respect of Carryover Amounts pursuant to Sections 4.01(b)(xxi) and (xxii) shall first be deemed distributed by REMIC 4 as a distribution in respect of the REMIC 4 Class X/N Interest, then by REMIC 5 in respect of the REMIC 5 Class X/N Interest and then distributed to the Cap Carryover Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (e) Any amounts distributed to the Class B-1 Certificates pursuant to Section 4.01 or this Section 4.02, other than Carryover Amounts, shall be deemed distributed by REMIC 4 in respect of the REMIC 4 B-1 Interest, then paid to REMIC 6 and distributed thereby as a distribution in respect of the REMIC 6 B-1 Interest. (f) Any amounts distributed to the Class B-2 Certificates pursuant to Section 4.01 or this Section 4.02, other than Carryover Amounts, shall be deemed distributed by REMIC 4 in respect of the REMIC 4 B-2 Interest, then paid to REMIC 7 and distributed thereby as a distribution in respect of the REMIC 7 B-2 Interest. (g) Any amounts distributed to the Class B-3 Certificates pursuant to Section 4.01 or this Section 4.02, other than Carryover Amounts, shall be deemed distributed by REMIC 4 in respect of the REMIC 4 B-3 Interest, then paid to REMIC 8 and distributed thereby as a distribution in respect of the REMIC 8 B-3 Interest. (h) The principal distribution priorities among the Class A Certificates in Section 4.02(a) will not apply to the Class A Certificates on any Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Class A Certificates on such Distribution Date, would exceed the Pool Balance as of the last day of the related Collection Period. On any such Distribution Date, the Principal Distribution Amount will be distributed as principal, concurrently, to the Class A Certificates, pro rata, in accordance with their respective Certificate Principal Balances immediately prior to that Distribution Date.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) Before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: first, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (ii) On or after the Stepdown Date and as long as a Trigger Event is not in effect: first, to the Class A-1 Certificates, up to the Class A Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class A-2 Certificates, the remaining Class A Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and tenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (ii) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-1 Certificates for such Distribution Date; (iii) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (v) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-2 Certificates for such Distribution Date; (vi) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (viii) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-3 Certificates for such Distribution Date; (ix) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-4 Certificates; (xi) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-4 Certificates for such Distribution Date; (xii) to pay the Class M-4 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-5 Certificates; (xiv) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-5 Certificates for such Distribution Date; (xv) to pay the Class M-5 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-6 Certificates; (xvii) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-6 Certificates for such Distribution Date; (xviii) to pay the Class M-6 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-7 Certificates; (xx) to pay the remaining Unpaid Interest Shortfall Amount, if any, for the Class M-7 Certificates for such Distribution Date; (xxi) to pay the Class M-7 Realized Loss Amortization Amount for such Distribution Date; (xxii) first, to the Class A-1 and Class A-2 Certificates, pro rata, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, any Net WAC Rate Carryover Amount for each such Class, in each case until such amount for such Class is paid in full; and (xxiii) to the Class CE Certificates, the Class CE Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holder of related Residual Certificates, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxiii). Following the foregoing distributions, an amount equal to an amount of Subsequent Recoveries deposited into the Collection Account pursuant to Section 3.04 shall be applied to increase the Certificate Principal Balance of each Class of Certificates with respect to which Realized Losses had previously been allocated pursuant to Section 4.03, up to the extent of such previously allocated Realized Losses, in accordance with the priority for such respective Classes set forth in Section 4.01(d)-(j). Holders of such Certificates will not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (c) On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Transferor Prepayment Charge Payment Amount or any Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates. Such amounts shall be treated as having been distributed to the Holders of the Class P Certificates from the Grantor Trust. (d) Any amounts distributed to the Class A and Mezzanine Certificates in respect of interest pursuant to Sections 4.02(b)(xxii) which constitute Net WAC Rate Carryover Amounts (taking into account, in the case of the Class A-1 and Class A-2 Certificates, the parenthetical in clause (ii) of the definition of Net WAC Rate Carryover Amount) shall first be deemed distributed by REMIC 2 as a distribution to the Class CE Certificates, and then distributed to the Class A and Mezzanine Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. Any remaining amount with respect to the Net WAC Rate Carryover Arrangement or any remaining Yield Maintenance Agreement Payment shall be treated as having been distributed to the Holders of the Class CE Certificates from the Grantor Trust.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, as follows: first, concurrently, as follows: (I) the Group 1 Senior Principal Distribution Amount, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (II) the Group 2 Senior Principal Distribution Amount, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (A) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 3 Senior Principal Distribution Amount, as follows: (1) sequentially, to the Class A-3A and Class A-3B Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (2) concurrently, to the Class A-3C1 and Class A-3C2 Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; and (3) to the Class A-3D Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (B) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, the Group 3 Senior Principal Distribution Amount, to the Class A-3A, Class A-3B, Class A-3C1, Class A-3C2 and Class A-3D Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (I) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), pro rata, as follows: (A) to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (1) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, as follows: (a) sequentially, to the Class A-3A and Class A-3B Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (b) concurrently, to the Class A-3C1 and Class A-3C2 Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; and (c) to the Class A-3D Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, to the Class A-3A, Class A-3B, Class A-3C1, Class A-3C2 and Class A-3D Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; and (II) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), pro rata, as follows: (A) to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (1) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, as follows: (a) sequentially, to the Class A-3A and Class A-3B Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (b) concurrently, to the Class A-3C1 and Class A-3C2 Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; and (c) to the Class A-3D Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, to the Class A-3A, Class A-3B, Class A-3C1, Class A-3C2 and Class A-3D Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; and (III) the Group 3 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), concurrently, to the Class A-1 and Class A-2 Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; third, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b); and (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect, as follows: first, concurrently, as follows: (I) the Group 1 Senior Principal Distribution Amount, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (II) the Group 2 Senior Principal Distribution Amount, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (A) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, the Group 3 Senior Principal Distribution Amount, as follows: (1) sequentially, to the Class A-3A and Class A-3B Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (2) concurrently, to the Class A-3C1 and Class A-3C2 Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; and (3) to the Class A-3D Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (B) with respect to any Distribution Date on or after the Subordination Depletion Date, concurrently, the Group 3 Senior Principal Distribution Amount to the Class A-3A, Class A-3B, Class A-3C1, Class A-3C2 and Class A-3D Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; second, concurrently, as follows: (I) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), pro rata, as follows: (A) to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, up to an amount equal to the Group 2 Senior Principal Distribution Amount not paid pursuant to priority first of this Section 4.02(a)(ii); and (B) (1) with respect to any Distribution Date prior to the Subordination Depletion Date, sequentially, up to an amount equal to the Group 3 Senior Principal Distribution Amount not paid pursuant to priority first of this Section 4.02(a)(ii), as follows: (a) sequentially, to the Class A-3A and Class A-3B Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero; (b) concurrently, to the Class A-3C1 and Class A-3C2 Certificates, pro rata based on the Certificate Principal Balance of each such Class prior to distributions on such Distribution Date, until the Certificate Principal Balances thereof have been reduced to zero; and (c) to the Class A-3D Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall distribute the Group I Principal Distribution Amount and the Group II Principal Distribution Amount in the following amounts and order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, in each case to the extent of the Group I Principal Distribution Amount or the Group II Principal Distribution Amount, as applicable, remaining for such Distribution Date: (i) With respect to any Distribution Date before the Stepdown Date or with respect to which a Trigger Event is in effect: (A) the Group I Principal Distribution Amount will be distributed: (1) first, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) second, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (B) the Group II Principal Distribution Amount will be distributed: (1) first, to the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) second, to the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) any Group I Principal Distribution Amount and Group II Principal Distribution Amount remaining undistributed following the distributions pursuant to clauses (i)(A) and (i)(B) above will be distributed: (1) first, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (2) second, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (3) third, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (4) fourth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (D) the amount, if any, of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining after application with respect to the priorities set forth above in clauses (i)(A), (i)(B) and (i)(C) will constitute part of the "Monthly Excess Cashflow Amount" for such Distribution Date and will be applied as set forth in Section 4.02(b). (ii) With respect to any Distribution Date on or after the Stepdown Date or with respect to which a Trigger Event is not in effect: (A) the Group I Principal Distribution Amount will be distributed: (1) first, to the Class A-1 Certificates, the Class A-1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) second, to the Class A-2 Certificates, any remaining Class A-2 Principal Distribution Amount that has not been paid pursuant to clause (B)(1) below, until the Certificate Principal Balance of such Class has been reduced to zero; (B) the Group II Principal Distribution Amount will be distributed: (1) first, to the Class A-2 Certificates, the Class A-2 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) second, to the Class A-1 Certificates, any remaining Class A-1 Principal Distribution Amount that has not been paid pursuant to clause (A)(1) above, until the Certificate Principal Balance of such Class has been reduced to zero; (C) any Group I Principal Distribution Amount and Group II Principal Distribution Amount remaining undistributed following the distributions pursuant to clauses (ii)(A) and (ii)(B) above will be distributed: (1) first, to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (2) second, to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (3) third, to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; and (4) fourth, to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero; (D) the amount, if any, of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining after application with respect to the priorities set forth above in clauses (ii)(A), (ii)(B) and (ii)(C) will constitute part of the "Monthly Excess Cashflow Amount" for such Distribution Date and will be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to the Extra Principal Distribution Amount for such Distribution Date, payable to such holders as part of the related Principal Distribution Amount; (ii) to the Class A-2 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date, if any; (iii) to the Class M-1 Certificates, any remaining Accrued Certificate Interest for such Distribution Date; (iv) to the Class M-1 Certificates, the Interest Carry Forward Amount for such Class and Distribution Date, if any; (v) to the Class M-1 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date; (vi) to the Class M-2 Certificates, any remaining Accrued Certificate Interest for such Distribution Date; (vii) to the Class M-2 Certificates, the Interest Carry Forward Amount for such Class and Distribution Date, if any; (viii) to the Class M-2 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date; (ix) to the Class B-1 Certificates, any remaining Accrued Certificate Interest for such Distribution Date; (x) to the Class B-1 Certificates, the Interest Carry Forward Amount for such Class and Distribution Date, if any; (xi) to the Class B-1 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date; (xii) to the Class B-2 Certificates, any remaining Accrued Certificate Interest for such Distribution Date; (xiii) to the Class B-2 Certificates, the Interest Carry Forward Amount for such Class and Distribution Date, if any; (xiv) to the Class B-2 Certificates, the Unpaid Realized Loss Amount for such Class and Distribution Date; (xv) to the Basis Risk Reserve Fund, the Basis Risk Reserve Fund Deposit; (xvi) to pay any Special Servicing Fees for such Distribution Date or which remain unpaid from any previous Distribution Date; and (xvii) to pay the Class N Certificates, (x) the Accrued Certificate Interest for the Class N Certificates, (y) the Interest Carry Forward Amount for the Class N Certificates and (z) any remaining Monthly Excess Cashflow Amount to reduce the Notional Amount for the Class N Certificates, until the Notional Amount for such Class has been reduced to zero; (xviii) to the Class X Certificates, the Class X Distributable Amount; and (xix) to the Interest Rate Cap Provider, if an Early Termination Date has been designated under the Interest Rate Cap Agreement, any Termination Payments or Carryover Termination Payments owed by the Trust; On each Distribution Date, there shall be distributed to Holders of the Residual Certificates, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xviii) and 4.02(c). (c) On each Distribution Date, all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N Certificates for so long as the Notional Amount of the Class N Certificates is greater than zero pursuant to Section 4.02(b)(xvii) above), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero.

Distributions of Principal and Monthly Excess Cashflow Amounts. (A) Distributions of Principal: I. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group I Principal Remittance Amount will be made in the following order of priority to the extent available: (a) to the Holders of the Group I Certificates (allocated among the Group I Certificates in the priority described below), until the Certificate Principal Balances thereof have been reduced to zero; and (b) to the holders of the Group II Certificates (allocated among the Group II Certificates in the priority described below), after taking into account the distribution of the Group II Principal Remittance Amount already distributed, until the Certificate Principal Balances thereof have been reduced to zero. II. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group II Principal Remittance Amount will be made in the following order of priority to the extent available: (a) to the Holders of the Group II Certificates (allocated among the Group II Certificates in the priority described below), until the Certificate Principal Balances thereof have been reduced to zero; and (b) to the holders of the Group I Certificates (allocated among the Group I Certificates in the priority described below), after taking into account the distribution of the Group I Principal Remittance Amount already distributed, until the Certificate Principal Balances thereof have been reduced to zero. III. On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Principal Remittance Amount remaining will be made sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7, in that order, until the Certificate Principal Balances thereof have been reduced to zero. IV. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group I Principal Remittance Amount shall be made in the following order of priority to the extent available: (a) to the Holders of the Group I Certificates (allocated among the Group I Certificates in the priority described below), in an amount equal to the Group I Senior Principal Distribution Amount, until the Certificate Principal Balances thereof have been reduced to zero; and (b) to the Holders of the Group II Certificates (allocated among the Group II Certificates in the priority described below), after taking into account the distribution of the Group II Senior Principal Distribution Amount already distributed, the remaining Group II Senior Principal Distribution Amount, until the Certificate Principal Balances thereof have been reduced to zero. V. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group II Principal Remittance Amount shall be made in the following order of priority to the extent available: (a) to the Holders of the Group II Certificates (allocated among the Group II Certificates in the priority described below), in an amount equal to the Group II Senior Principal Distribution Amount, until the Certificate Principal Balances thereof have been reduced to zero; and (b) to the Holders of the Group I Certificates (allocated among the Group I Certificates in the priority described below), after taking into account the distribution of the Group I Senior Principal Distribution Amount already distributed, the remaining Group I Senior Principal Distribution Amount, until the Certificate Principal Balances thereof have been reduced to zero. VI. On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Principal Remittance Amount remaining will be made sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, in that order, in an amount equal to the related Subordinate Principal Distribution Amount, until the Certificate Principal Balances thereof have been reduced to zero. With respect to the Group I Certificates, all principal distributions shall be distributed sequentially, to the Class AV-1, Class AV-2 and Class AV-3 Certificates, in that order, until their respective Certificate Principal Balances have been reduced to zero. With respect to the Group II Certificates, all principal distributions shall be distributed first, to the Holders of the Class AF-4 Certificates, the Lockout Distribution Percentage of such principal distributions, until the Certificate Principal Balance of the Class AF-4 Certificates has been reduced to zero and second, sequentially, to the Holders of the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until their respective Certificate Principal Balances have been reduced to zero. (B) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to the Overcollateralization Deficiency; (ii) sequentially, to fund the Interest Carry Forward Amount for the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, in that order, if any; (iii) sequentially, to Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, in that order, to fund the related Realized Loss Amortization Amount for such Distribution Date; (iv) to the Net WAC Rate Carryover Reserve Account for distribution to the Offered Certificates and the Class B Certificates, the aggregate amount of any Net WAC Rate Carryover Amount, after taking into account amounts received under the Cap Contracts; (v) from amounts distributed on the Class X/N Certificates, to the Class N Certificates, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; (vi) from amounts distributed on the Class X/N Certificates, to the Class X Certificates, the Class X Distributable Amount for such Distribution Date; and (vii) any remaining amounts to the Holders of the Residual Certificates (in respect of the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest, the Class R-5 Interest, the Class R-6 Interest, the Class R-7 Interest, the Class R-8 Interest, the Class R-9 Interest and the Class R-10 Interest, as applicable). Following the foregoing distributions, an amount equal to the amount of Subsequent Recoveries deposited into the Collection Account pursuant to Section 3.04(a) shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.03. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.03. Holders of such Certificates will not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. With respect to any distributions to be made on the Class B Certificates, the Class N Certificates or the Class X Certificates pursuant to this Section 4.02, such distributions will be made first, on the related Class B Interest or the Class X/N Interest, as applicable, and then, on the related Class of Certificates. (C) On each Distribution Date, all Prepayment Charges (including amounts deposited in connection with the full or partial waiver of such Prepayment Charges pursuant to Section 3.01) shall be allocated to the Class N Certificates in the priority set forth under Section 4.02(B)(vi) for so long as the Notional Amount of the Class N Certificates is greater than zero, and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (D) On each Distribution Date, after making the distributions of the Available Funds as set forth above, the Trustee will withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount for such Distribution Date and distribute such amount in the following order of priority: (i) any amounts received by the Trustee in respect of the Cap Contract related to the Group I Certificates shall be distributed concurrently, to each Class of Group I Certificates, on a pro rata basis based on the Net WAC Rate Carryover Amount for each such Class, to the extent of the Net WAC Rate Carryover Amount for each such Class for such Distribution Date; (ii) any amounts received by the Trustee in respect of the Cap Contract related to the Class AF-1 Certificates shall be distributed to the Class AF-1 Certificates to the extent of the Net WAC Rate Carryover Amount for such Class for such Distribution Date; (iii) any amounts received by the Trustee in respect of the Cap Contract related to the Mezzanine Certificates shall be distributed concurrently, to each Class of Mezzanine Certificates, on a pro rata basis based on the Net WAC Rate Carryover Amount for each such Class, to the extent of the Net WAC Rate Carryover Amount for each such Class for such Distribution Date; (iv) any remaining amounts paid under the Cap Contracts (to the extent not distributed pursuant to (i), (ii) or (iii) above) and amounts deposited in the Net WAC Rate Carryover Reserve Account from the Monthly Excess Cashflow Amount shall be distributed as follows, in each case to the extent of the applicable Net WAC Rate Carryover Amount: (a) concurrently, to each Class of Class A Certificates, on a pro rata basis based on the Net WAC Rate Carryover Amount remaining for each such Class; and (b) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and Class B-7 Certificates, in that order, to the extent of any remaining Net WAC Rate Carryover Amount for such Class.

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, (A) concurrently, as follows: (1) sequentially to the Holders of the Class A-1F and Class A-2F Certificates, in that order, the Group 1 Principal Percentage of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of each such Class has been reduced to zero and then to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) to the Holders of the Class A-1A Certificates, the Group 2 Principal Percentage of the Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero and then sequentially to the Class A-1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (B) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (C) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (D) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (E) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero; and (F) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D) and (E) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount, concurrently as follows: (1) the Group 1 Principal Percentage of the lesser of (x) the Principal Distribution Amount and (y) Class A Principal Distribution Amount will be distributed sequentially, to the Class A-1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero and then to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (2) the Group 2 Principal Percentage of the lesser of (x) the Principal Distribution Amount and (y) Class A Principal Distribution Amount will be distributed to the Class A-1A Certificates, until the Certificate Principal Balance of such Class has been reduced to zero and then sequentially to the Class A-1F and Class A-2F Certificates, in that order, until the Certificate Principal Balance of each such Class has been reduced to zero; (B) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clause (A) above and the amount distributed to the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clause (A) above, the amount distributed to the Class M-1 Certificates pursuant to clause (B) above, the amount distributed to the Class M-2 Certificates pursuant to clause (C) above and the amount distributed to the Class B-1 Certificates pursuant to clause (D) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (F) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D) and (E) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class A-1F, Class A-2F and Class A-1A Certificates; (ii) to pay the remaining Interest Carry Forward Amounts for the Classes of Class A Certificates, if any, pro rata, among the Class A-1F, Class A-2F and the Class A-1A Certificates; (iii) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-1 Certificates; (xi) to pay the remaining Class B-1 Interest Carry Forward Amount, if any; (xii) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-2 Certificates; (xiv) to pay the remaining Class B-2 Interest Carry Forward Amount, if any; (xv) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xvi) to the Excess Reserve Fund Account, and then from the Excess Reserve Fund Account to the Class A-1A Certificates, an amount equal to the Class A-1A LIBOR Carryover Amount; (xvii) to the Excess Reserve Fund Account, an amount equal to the Required Excess Reserve Fund Deposit; (xviii) to pay the Special Servicing Fees for such Distribution Date and any accrued and unpaid Special Servicing Fees which remain unpaid from any previous Distribution Date; (xix) together with amounts from the Class N Reserve Fund, if necessary, to pay the Class N Certificates, the Accrued Certificate Interest for the Class N Certificates and any Interest Carry Forward Amount thereon unpaid on prior Distribution Dates; (xx) to the Class N Reserve Fund, the Required Class N Reserve Fund Deposit; (xxi) any remaining Monthly Excess Cashflow Amount together with the Class N Excess Release Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; and (xxii) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xxii) and 4.02(c). (c) On each Distribution Date, all prepayment premiums and penalties (including amounts deposited by the Seller in lieu thereof pursuant to Section 3.01) shall be allocated to the Class N Certificates for so long as the Class N Notional Amount is greater than zero pursuant to Section 4.02(b)(xxi) above), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (d) Any amounts distributed to the Offered Certificates in respect of interest pursuant to Sections 4.01(ii)-(vii) which constitute Rate Payments shall first be deemed distributed by REMIC 2 to the Class X/N Interest as a distribution in respect of the REMIC 2 Components, and then distributed to the Offered Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (e) Any amounts distributed to the Class A-1A Certificates in respect of Class A-1A LIBOR Carryover Amounts pursuant to Section 4.02(b)(xvi) shall first be deemed distributed by REMIC 2 to the Class X/N Interest as a distribution of Monthly Excess Cashflow Amount, and then distributed to the Class A-1A Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. (f) Any amounts distributed to the Class N Certificates pursuant to Section 4.02(b)(xix) and (xxi), to the Class N Reserve Fund pursuant to Section 4.02(b)(xx) and to the Class X Certificates pursuant to Section 4.02(b)(xxii) shall be considered distributed to the Class X/N Interest in respect of the REMIC 2 Components and then to the Class N and Class X Certificates pursuant to Section 9.01(n).

Distributions of Principal and Monthly Excess Cashflow Amounts. (a) On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report), and the calculations required to be made by the Trustee, to the extent of the Principal Distribution Amount: (i) before the Stepdown Date or with respect to which a Trigger Event is in effect, sequentially, as follows: (A) concurrently, as follows: (1) the Group I Principal Distribution Amount to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) the Group II Principal Distribution Amount, concurrently, pro rata, as follows: (a) to the Class AF-4 Certificates, the Class AF-4 Lockout Distribution Amount; and (b) sequentially, to the Class AF-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero, to the Class AF-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero, to the Class AF-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero and to the Class AF-4 Certificates until the Certificate Principal Balance thereof has been reduced to zero, in that order; (B) concurrently, as follows: (1) the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, pro rata, as follows: (a) to the Class AF-4 Certificates, the Class AF-4 Lockout Distribution Amount and (b) sequentially, to the Class AF-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, to the Class AF-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, to the Class AF-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, and to the Class AF-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, in that order; and (2) the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) to the Holders of the Class M-1 Certificates, 100% of the remaining Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero; (D) to the Holders of the Class M-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero; (E) to the Holders of the Class M-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero; (F) to the Holders of the Class B-1 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-1 Certificates has been reduced to zero; (G) to the Holders of the Class B-2 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-2 Certificates has been reduced to zero (H) to the Holders of the Class B-3 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-3 Certificates has been reduced to zero; (I) to the Holders of the Class B-4 Certificates, 100% of the remaining Principal Distribution Amount, until the Certificate Principal Balance of the Class B-4 Certificates has been reduced to zero; and (J) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F), (G), (H) and (I) shall be applied as set forth in Section 4.02(b). (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect: (A) concurrently as follows: (1) the Group I Principal Distribution Amount to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (2) the Group II Principal Distribution Amount, concurrently, pro rata, as follows (a) to the Class AF-4 Certificates, the Class AF-4 Lockout Distribution Amount and (b) sequentially, to the Class AF-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, to the Class AF-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, to the Class AF-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, and to the Class AF-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, in that order; (B) concurrently, as follows: (1) the Group I Principal Distribution Amount remaining after distributions pursuant to priority (A)(1) above, pro rata, as follows: (a) to the Class AF-4 Certificates, the Class AF-4 Lockout Distributin Amount and (b) sequentially to the Class AF-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, to the Class AF-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, to the Class AF-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, and to the Class AF-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, in that order; and (2) the Group II Principal Distribution Amount remaining after distributions pursuant to priority (A)(2) above, to the Class AV-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (C) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above and (y) the Class M-1 Principal Distribution Amount will be distributed to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (D) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above and the amount distributed to the Class M-1 Certificates in clause (C) above and (y) the Class M-2 Principal Distribution Amount will be distributed to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (E) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates in clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates in clause (C) above and the amount distributed to the Class M-2 Certificates in clause (D) above and (y) the Class M-3 Principal Distribution Amount will be distributed to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (F) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above and the amount distributed to the Class M-3 Certificates pursuant to clause (E) above and (y) the Class B-1 Principal Distribution Amount will be distributed to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (G) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above, the amount distributed to the Class M-3 Certificates pursuant to clause (E) above and the amount distributed to the Class B-1 Certificates pursuant to clause (F) above and (y) the Class B-2 Principal Distribution Amount will be distributed to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (H) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above, the amount distributed to the Class M-3 Certificates pursuant to clause (E) above, the amount distributed to the Class B-1 Certificates pursuant to clause (F) above and the amount distributed to the Class B-2 Certificates pursuant to clause (G) above and (y) the Class B-3 Principal Distribution Amount will be distributed to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (I) the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Class A Certificates pursuant to clauses (A) and (B) above, the amount distributed to the Class M-1 Certificates pursuant to clause (C) above, the amount distributed to the Class M-2 Certificates pursuant to clause (D) above, the amount distributed to the Class M-3 Certificates pursuant to clause (E) above, the amount distributed to the Class B-1 Certificates pursuant to clause (F) above, the amount distributed to the Class B-2 Certificates pursuant to clause (G) above and the amount distributed to the Class B-3 Certificates pursuant to clause (H) above and (y) the Class B-4 Principal Distribution Amount will be distributed to the Class B-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (J) any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be applied as set forth in Section 4.02(b). (b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date: (i) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date, pro rata, among the Class AV-1, Class AF-1, Class AF-2, Class AF-3, Class AF-4 Certificates; (ii) pro rata, to pay any remaining Interest Carry Forward Amounts for the classes of Class A Certificates, if any, among the Class AV-1, Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates; (iii) to pay the Extra Principal Distribution Amount for such Distribution Date in accordance with Section 4.02(a); (iv) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-1 Certificates; (v) to pay the remaining Class M-1 Interest Carry Forward Amount, if any; (vi) to pay the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (vii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-2 Certificates; (viii) to pay the remaining Class M-2 Interest Carry Forward Amount, if any; (ix) to pay the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (x) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class M-3 Certificates; (xi) to pay the remaining Class M-3 Interest Carry Forward Amount, if any; (xii) to pay the Class M-3 Realized Loss Amortization Amount for such Distribution Date; (xiii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-1 Certificates; (xiv) to pay the remaining Class B-1 Interest Carry Forward Amount, if any; (xv) to pay the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xvi) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-2 Certificates; (xvii) to pay the remaining Class B-2 Interest Carry Forward Amount, if any; (xviii) to pay the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xix) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-3 Certificates; (xx) to pay the remaining Class B-3 Interest Carry Forward Amount, if any; (xxi) to pay the Class B-3 Realized Loss Amortization Amount for such Distribution Date; (xxii) to pay any remaining unpaid Accrued Certificate Interest for such Distribution Date for the Class B-4 Certificates; (xxiii) to pay the remaining Class B-4 Interest Carry Forward Amount, if any; (xxiv) to pay the Class B-4 Realized Loss Amortization Amount for such Distribution Date; (xxv) to pay the Class R Excess Interest Amount for such Distribution Date; (xxvi) to pay the Class R Excess Interest Carryforward Amount for such Distribution Date; (xxvii) to the Class AV-1 Certificates, the aggregate amount of any LIBOR Carryover Amount due to such Certificates; (xxviii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, any LIBOR Carryover Amount due to such Certificates; (xxix) to pay the Class N Certificates, from the remaining amount distributable on the Class X/N Interest, (A) the Accrued Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess Cashflow Amount to reduce the Class N Notional Amount, until the Class N Notional Amount has been reduced to zero; and (xxx) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date. On each Distribution Date, there shall be distributed to the Holders of the Class R Certificates any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xxx) and 4.02(c). (c) On each Distribution Date, all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N Certificates (first as payments of Accrued Certificate Interest for the Class N Certificates, then as payments in respect of the unpaid Interest Carry Forward Amount for the Class N Certificates and finally as payments in respect of the Class N Notional Amount) for so long as the Notional Amount of the Class N Certificates is greater than zero pursuant to Section 4.02(b)(xxix) above and this Section 4.02(c)), and to the Class X Certificates after the Class N Notional Amount has been reduced to zero. (d) Any amounts distributed to the Certificates in respect of LIBOR Carryover Amounts pursuant to Sections 4.02(b)(xxvii) and (xxviii) shall first be deemed distributed by REMIC 2 as a distribution in respect of the REMIC 2 X/N Interest, to REMIC X/N and distributed thereby as a distribution to the REMIC X/N Class X/N Interest, and then distributed to the Certificates from the Grantor Trust as payments on notional principal contracts in the nature of cap contracts. The Trustee shall account for the rights to receive LIBOR Carryover Amounts as rights in a limited recourse interest rate cap contract written by the Holder of the Class X/N Interest. For federal information reporting purposes, such rights shall be assigned a value of zero. (e) Any amounts distributed to the Class B-2 Certificates pursuant to Section 4.01 or this Section 4.02, other than LIBOR Carryover Amounts, shall be deemed distributed by REMIC 2 to REMIC B-2 in respect of the REMIC 2 B-2 Interest, and distributed thereby as a distribution in respect of the REMIC B-2 B-2 Interest. Any amounts distributed to the Class B-3 Certificates pursuant to Section 4.01 or this Section 4.02, other than LIBOR Carryover Amounts, shall be deemed distributed by REMIC 2 to REMIC B-3 in respect of the REMIC 2 B-3 Interest, and distributed thereby as a distribution in respect of the REMIC B-3 B-3 Interest. Any amounts distributed to the Class B-4 Certificates pursuant to Section 4.01 or this Section 4.02, other than LIBOR Carryover Amounts, shall be deemed distributed by REMIC 2 to REMIC B-4 in respect of the REMIC 2 B-4 Interest, and distributed thereby as a distribution in respect of the REMIC B-4 B-4 Interest.