Common use of Distributions on the Certificates Clause in Contracts

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2002[ ], 200[ ], in an aggregate amount equal to the sum of the Available Funds for such Distribution Date.Date as follows: (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group 1 I Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: firstFirst, to the interest-bearing Class IA-A I Certificates, the Residual Certificates and Component I of the Class X Certificates, the Accrued Certificate Interest on each such Class and the Class X Component I Accrued Certificate Interest on such Component for such Distribution Date; secondSecond, to the interest-bearing Class IA-A I Certificates, the Residual Certificates and Component I of the Class X Certificates, any Accrued Certificate Interest and Class X Component I Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds, any shortfall in available amounts being allocated among such Classes and Component in proportion to the amount of such Accrued Certificate Interest and Class X Component I Accrued Certificate Interest remaining undistributed for each such Class or Component for such Distribution Date; thirdThird, to the Class A-I Certificates (other than the Class A-I-8 Certificates), the Residual Certificates and the Class PO Certificates in reduction of the Current Principal Amounts thereof: (A) the Group 1 I Senior Optimal Principal Amount, in the following order of priority: (1) to the Class A-[ ] Certificates, up to the Group 1 Class A-[ ] Optimal Principal Amount for such Distribution Date Date, until the Current Principal Amount thereof has been reduced to zero; (2) concurrently, to the extent of remaining Group 1 Available FundsClass [ ] and Class [ ] Certificates, pro rata, based upon their Current Principal Amounts, until the respective Current Principal Amounts thereof have been reduced to zero; (3) [ ]%, [ ]% and [ ]% concurrently to the Class A-[ ] Certificates, the Class A-[ ] Certificates and Class A-[ ] Certificates, until the Current Principal Amount of the Group 1 Senior Class A-[ ] Certificates has been reduced to zero; (4) [ ]%, [ ]% and [ ]% concurrently to the Class A-[ ] Certificates, the Class A-[ ] Certificates and Class A-[ ] Certificates, until the Current Principal Amount of the Class A-[ ] Certificates has been reduced to zero; (5) [ ]%, [ ]% and [ ]% concurrently to the Class A-[ ] Certificates, the Class A-[ ] Certificates and the Class A-[ ] Certificates until the respective Current Principal Amounts of the Class A-[ ] Certificates and the Class A-[ ] Certificates have been reduced to zero; (6) [ ]% and [ ]% concurrently to the Class A-[ ] Certificates and the Class A-[ ] Certificates until the Current Principal Amount of the Class A-[ ] Certificates has been reduced to zero; (7) [ ]% and [ ]% concurrently to the Class A-[ ] Certificates and Class A-[ ] Certificates, until the Current Principal Amount of the Class A-[ ] Certificates has been reduced to zero; (8) concurrently to the Class A-[ ] Certificates and the Class A-[ ] Certificates, pro rata, based on their Current Principal Amounts, until the Current Principal Amounts thereof have been reduced to zero; (9) to the Class A-[ ] Certificates, until the Current Principal Amount thereof has been reduced to zero; and (B) the Class PO Principal Distribution Amount for such Distribution Date, to the Class PO Certificates, until the Current Principal Amount thereof has been reduced to zero; and Fourth, the Class PO Deferred Amount for such Distribution Date to the Class PO Certificates; provided, that: (i) on any Distribution Date, distributions pursuant to this priority Fourth, shall not exceed the excess, if any, of (x) the Available Funds remaining after giving effect to distributions pursuant to priorities (A) First through Third in Section 6.01(a)(i) above and (B) First through Third in Section 6.01(a)(ii) below over (y) the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-Over Date. If, after distributions have been made pursuant to priorities: First and Second in this Section 6.01(a)(i) above on any Distribution Date, remaining Group I Available Funds are less than the sum of the Group I Senior Optimal Principal Amount and the Class PO Principal Distribution Amount for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group I Available Funds will be distributed on the Class A-I Certificates, Residual Certificates and Class PO Certificates in accordance with clauses (a) and (b) of priority Third in this Section 6.01(a)(i)(A) above on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this Section 6.01(a)(i), the principal balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the Class PO Cash Shortfall for such Distribution Date. The Class PO Cash Shortfall with respect to any Distribution Date will be added to the Class PO Deferred Amount. (Bii) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group 2 II Available Funds will be distributed to in the Group 2 Senior Certificates as followsfollowing order of priority among the Certificates: firstFirst, to the Group 2 Senior Class A-II Certificates and Component II of the Class X Certificates, the Accrued Certificate Interest on such Class and Class X Component II Accrued Certificate Interest on such Component for such Distribution Date; secondSecond, to the Group 2 Senior Class A-II Certificates and Component II of the Class X Certificates, any Accrued Certificate Interest and Class X Component II Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of the remaining Group 2 II Available Funds; third, sequentially, any shortfall in the following order, available amounts being allocated between such Class and Component in proportion to the Class R-I, Class R-II amount of such Accrued Certificate Interest and Class II-A Certificates, in reduction of the Current Principal Amounts thereofX Component II Accrued Certificate Interest remaining undistributed for such Class or Component for such Distribution Date; and Third, the Group 2 II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, Class A-II Certificates until the their Current Principal Amounts thereof have Amount has been reduced to zero;. (Ciii) Except as provided in (D) and (E) below, on On each Distribution Date on or prior to the Cross-Over Date, an amount equal to any remaining Group 1 I Available Funds and Group 2 II Available Funds after following the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1[ ], Class B-2[ ], Class B-3[ ], Class B-4[ ], Class B-5 [ ] and Class B-6 [ ] Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (Div) On each Distribution Date prior to the occurrence of the Cross-Over Date, Date but after the reduction of the Current Principal Amount Amounts of the Group 1 Class A-I Certificates or Group 2 Senior Class A-II Certificates to zero, the remaining Class or Classes of Senior Class A Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Datereceive, in addition to any Principal Prepayments related to such remaining Senior Class A Certificates' respective Mortgage Loan Group allocated to such Group of Senior CertificatesGroup, 100[ ]% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more in the other Mortgage Loan Group (including for this purpose any such in the case of Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates Loan Group I in accordance with this clause (Dthe priorities set forth in priority Third in Section 6.01(a)(ii) will not be made. (E) If above, and in reduction of the Current Principal Amounts thereof). In addition, if on any Distribution Date on which the aggregate Current Principal Amount of any the Class A-I Certificates or Classes of Senior Class A-II Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Mortgage Loan Group (other than the related PO Percentage of the Group I Discount Mortgage Loans in Mortgage Loan Group I) and any Subordinate Class B Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (i) 100[ ]% of amounts the Principal Prepayments otherwise allocable to the Subordinate Class B Certificates on the Mortgage Loans in respect of principal the other Mortgage Loan Group will be distributed to such Class or Classes of Senior Class A Certificates (in the case of the Class A-I Certificates, in accordance with the priorities set forth in priority Third in Section 6.01(a)(ii) above) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such the Class A-I Certificates or Classes of Senior Certificates Class A-II Certificates, as applicable, is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Mortgage Loan GroupGroup (other than the related PO Percentage of the Group I Discount Mortgage Loans in Mortgage Loan Group I). (v) On each Distribution Date after the Cross-Over Date, distributions of principal on the outstanding Class A-I Certificates and Residual Certificates will be made pro rata among all such Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority Third in Section 6.01(a)(ii) above, based upon the then Current Principal Amounts of such Certificates, and interest will be distributed as described above with respect to Distribution Dates on or prior to the Cross-Over Date. (iivi) On each Distribution Date, any Group I Available Funds and Group II Available Funds remaining in REMIC I after payment of interest and principal as described above will be distributed to the Class R-1 Certificates; provided, that if on any Distribution Date there are any Group I Available Funds remaining after payment of interest and principal as described in the preceding paragraphs, such Group I Available Funds will be distributed to the Class A-II Certificates in accordance with the priorities in paragraph (B) above until all amounts due to such Certificates have been paid in full before any amounts are distributed to the Residual Certificates. Similarly, if on any Distribution Date there are any Group II Available Funds remaining after payment of interest and principal as described in the preceding paragraphs, such Group II Available Funds will be distributed to the Senior Certificates (other than the Class A-II Certificates and Component II of the Class X Certificates) in accordance with the priorities in paragraph (E) above until all amounts due to such Senior Certificates have been paid in full before any amounts are distributed to the Residual Certificates. (b) On each Distribution Date, the funds available for distribution shall be applied to distributions on the REMIC II Regular Interests in an amount sufficient to make the distributions on the respective Corresponding Classes of Certificates on such Payment Date in accordance with the provisions Section 6.01(a). (c) No Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such or Class or Classes of Senior Certificates in an amount equal to the X Component I Accrued Certificate Interest for such or Class X Component II Accrued Certificate Interest will be payable with respect to any class of Certificates after the Distribution Date on which the excess of (x) the aggregate Current Principal Balance outstanding principal balance or Notional Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificateshas been reduced to zero.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, an amount equal to the Available Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account, in each case to the extent of funds on deposit with respect to Loan Group I therein, and distributed in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in July 2017, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A, Class I-B and Class I-X Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Eighteenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero. (AB) On For each Distribution Date prior to on or after the Cross-Over related Stepdown Date, so long as a Group I Trigger Event is not in effect, the Group 1 Available Funds I Principal Distribution Amount for such Distribution Date will be distributed in as follows: 1. to the following order of priority among Class I-A Certificates, from the Group 1 Senior I Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates: first, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, pro rata in accordance with the Accrued Certificate respective amounts owed to each such Class, an amount equal to (a) any remaining Interest on Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; secondFifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Accrued Certificate Basis Risk Shortfall Carry-Forward Amount for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall Carry-Forward Amount owed to each such Class; Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, any Basis Risk Shortfall Carry-Forward Amount, for each such Class for such Distribution Date; Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group I; Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date, and Eighteenth, any remaining amounts with respect to Loan Group I to the Residual Certificates. If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the Class I-B Certificates in respect of the related Interest thereon remaining undistributed Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the Trustee shall transfer from previous amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the applicable Class or Classes of Group I Certificates on such Distribution DatesDate, an amount equal to the lesser of (i) the amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry-Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been distributed from REMIC IV to the Holder of the Class I-B-IO Certificates and then paid outside of any 2007-AR5 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates, the Holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2007-AR5 REMIC and shall not be part of the entitlement of the REMIC III Regular Interest, the ownership of which is represented by such Class of Certificates receiving such payment. (b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of remaining funds on deposit with respect to Loan Group 1 Available Funds; thirdII therein, and distributed in the following order of priority: First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Class II-A Certificates and the Class II-B Certificates in the following order of priority: 1. to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of overcollateralization equal to the Group 1 Senior II Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow for Loan Group II pursuant to clauses Third through Fifteenth below. Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in effect, from the Group 1 Optimal II Principal Distribution Amount for such Distribution Date Date: 5. to the extent each Class of remaining Group 1 Available FundsClass II-A-1 Certificates, pro rata, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been is reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior 6. to the CrossClass II-Over DateB Certificates in the following order of priority: a. to the Class II-B-1 Certificates, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such II Principal Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of Amount until the Current Principal Amount of the Group 1 or Group 2 Senior Certificates thereof is reduced to zero, ; b. to the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior II-B-2 Certificates, 100% of any remaining Group II Principal Distribution Amount until the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments thereof is reduced to zero; c. to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on Class II-B-3 Certificates, any remaining Group II Principal Distribution Date on which Amount until the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect thereof is reduced to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable zero; d. to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amounts thereofAmount thereof is reduced to zero; e. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates thereof is an amount equal reduced to zero and f. to the aggregate Scheduled Class II-B-6 Certificates, any remaining Group II Principal Balance of Distribution Amount until the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 CertificatesAmount thereof is reduced to zero.

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Interest Only Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002March 2003, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among Group 1 Senior Certificates as follows: first, to the Group 1 Senior Certificates: first, to the Class I-A Certificateson a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A Group 1 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and third, sequentially, in the following order, to the Class R-I, Class R-II, Class R-III and the Class I-A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has such Classes have been reduced to zero.; (B) On on each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Group 2 Senior Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero; (C) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (D) on each Distribution Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: first, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 4 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; and third, to the Group 4 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (E) on each Distribution Date, the Group 5 Available Funds will be distributed to the Group 5 Senior Certificates as follows: first, to the Group 5 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 5 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 5 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; and third, to the Group 5 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (F) on each Distribution Date, the Group 6 Available Funds will be distributed to the Group 6 Senior Certificates as follows: first, to the Group 6 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 6 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 6 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; and third, to the Group 6 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 6 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (G) on each Distribution Date, the Group 7 Available Funds will be distributed to the Group 7 Senior Certificates as follows: first, to the Group 7 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 7 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 7 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 7 Available Funds; and third, to the Group 7 Senior Certificates (other than the Class VII-A-X Certificates), in reduction of the Current Principal Amount thereof, the Group 7 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 7 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (H) on each Distribution Date, the Group 8 Available Funds will be distributed to the Group 8 Senior Certificates as follows: first, to the Group 8 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 8 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 8 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 8 Available Funds; and third, to the Group 8 Senior Certificates (other than the Class VIII-A-X Certificates), in reduction of the Current Principal Amount thereof, the Group 8 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 8 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (I) Except as provided in (DK) and (EL) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 2 8 Available Funds after the distributions in (A), (B), (C), (D), (E), (F), (G) and (H) above will be distributed to the Class M Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds. (J) Except as provided in (K) and (L) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds after the distributions in (A), (B), (C), (D), (E), (F), (G), (H) and (I) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds. (DK) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or 1, Group 2 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Senior Mezzanine and Subordinate Percentage equals or exceeds 6.2014.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Senior Mezzanine Certificates and Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DK) will not be made. (EL) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Senior Mezzanine Certificates and Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Senior Mezzanine Certificates and Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Senior Mezzanine Certificates and Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Senior Mezzanine Certificates and Subordinate Certificates will be allocated in reverse order of the Senior Mezzanine Certificates and Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i)(A), (B), (C), (D), (E), (F), (G) or (H) above on any Distribution Date, the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 or Group 8 Available Funds are less than the the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 or Group 8 Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7 and Group 8 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2002July 2005, as instructed by the Master Servicer or the Securities Administrator, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) . On each Distribution Date, the Available Funds shall be distributed as follows: (Ab) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior CertificatesCertificates except as otherwise noted: first, to the Class IA-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-A IO Certificates, pro rata, based on the entitlement of each such Class, the Accrued Certificate Interest on such each Class of Senior Certificates for such Distribution Date. As described below, Accrued Certificate Interest on each Class of Senior Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated among the Senior Certificates as described below; second, to the Class IA-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-A IO Certificates, pro rata, based on the entitlement of each such Class, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds, any shortfall in available amounts being allocated among the Senior Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each of the Senior Certificates for such Distribution Date; and third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero.concurrently as follows: (Bi) On each Distribution Date prior approximately 56.3393749169% to the Cross-Over DateClass A-1, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Class A-2 and Class A-3 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following that order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts Class Certificate Balances thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof Class Certificate Balances of such Classes have been reduced to zero; (ii) approximately 10.7196302156% to the Class A-4 Certificates, until the Class Certificate Balance thereof is reduced to zero; and (iii) approximately 32.9409948674% concurrently in the following order of priority: (A) approximately 20.5231004200% to the Class A-5, Class A-6 and Class A-7 Certificates, sequentially, until the Class Certificate Balance of such Classes have been reduced to zero; (B) approximately 4.0000000000% to the Class A-8 Certificates, until the Class Certificate Balance thereof is reduced to zero; and (C) Except as provided in approximately 74.0000000000% to the Class A-9 Certificates, until the Class Certificate Balance thereof is reduced to zero. (Dc) and (E) below, on On each Distribution Date on or prior to the Cross-Over Distribution Date on which the Class Certificate Balances of the Subordinate Certificates are reduced to zero (the “Credit Support Depletion Date”), an amount equal to any the remaining Group 1 and Group 2 Available Funds after the distributions in clause (A) and (Bb) above will be distributed sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 B-2 and Class B-6 B-3 Certificates, in each case up to an amount equal to and in the following order: (ai) the Accrued Certificate Interest thereon for such Distribution Date, (bii) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (ciii) such Class's Allocable Share ’s Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Available Funds. (Dd) On each Distribution Date prior Date, any Available Funds remaining after payment of interest and principal to the Cross-Over DateClasses of Certificates entitled thereto, as described above, will be distributed to the Class R Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution. (e) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Protected Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, but after not by more than the reduction amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02(a). The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Current Principal Amount Class of Certificates with the Group 1 or Group 2 Senior next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to zeroSection 6.02(a), the remaining Class or Classes and so on. Holders of Senior such Certificates will not be entitled to receive any payment in reduction respect of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to Interest on the amount of such Distribution Date, in addition to increases for any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of Interest Accrual Period preceding the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which such increase occurs. Any such increases shall be applied to the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Certificate Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount Certificate of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in accordance with its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificatesrespective Percentage Interest.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, 2003 in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On the first Distribution Date, the amount deposited by the Seller into the Distribution Account on the Closing Date pursuant to Section 4.04(d) will be distributed to the Class R-I Certificates, in reduction of its Current Principal Amount, until its Current Principal Amount has been reduced to zero. (ii) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates: first, to including the Class I-A Certificatesrelated Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date; second. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as described below; (ii) SECOND, to the Class I-A Group 1 Senior Certificates, on a pro rata basis, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdand (iii) THIRD, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds., shall be distributed concurrently as follows, except as provided in clause (C) below: (Da) On each 7.6811397091% of the Group 1 Senior Optimal Principal Distribution Date prior Amount to the CrossClass I-Over DateA-1 Certificates, but after the in reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes has been reduced to zero; and (b) 92.3188602909% of the Group 1 Senior Certificates is an amount equal Optimal Principal Distribution Amount shall be distributed sequentially, to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan GroupClass I-A-2, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reducedClass I-A-3, if necessaryClass I-A-4, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such I-A-5, Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.I-A-

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January April 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) . On each Distribution Date, the Available Funds shall be distributed as follows: (Ai) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class I-A Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;; and (Cii) Except as provided in (D) and (E) below, on On each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (Bi) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (Db) If, after distributions have been made pursuant to priorities first and second of clauses (i) and (ii) above on any Distribution Date, the remaining Available Funds are less than the Senior Optimal Principal Amount such amount shall be reduced, and such remaining funds will be distributed on the Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date prior Date, any Available Funds remaining after payment of interest and principal to the CrossClasses of Certificates entitled thereto, as described above, will be distributed to the Class R-Over DateII Certificates; provided that if on any Distribution Date there are any Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, but such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the reduction of Distribution Date on which the Current Principal Amount of the Group 1 or Group 2 Senior Certificates such Certificate has been reduced to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (Ef) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than Available Funds for the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in less than the Accrued Certificate Interest on the Subordinate Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in reverse order proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Subordinate Certificates numerical designationsof the related Classes entitled to such amounts on subsequent Distribution Dates, commencing with to the Class B-6 Certificatesextent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Servicer or otherwise, except to the extent of applicable Compensating Interest Payments.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, amounts held in the Available Funds Distribution Account shall be distributed as follows: deemed to be withdrawn (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 the Available Funds; third, to the Group 1 Senior CertificatesDistribution Amount, the Group 1 Optimal Principal Amount for "REMIC I Distribution Amount") in the case of all Classes of REMIC I Regular Interests and distributed or deemed to be distributed on the REMIC I Regular Interests as set forth in Section 4.01(a)(ii) and distributed on the Class R-I Certificates as set forth in Section 4.01(a)(iii). Thereafter, such amounts shall be considered to be held in the REMIC II Distribution Date Account and deemed to be distributed on the REMIC II Uncertificated Regular Interests as set forth in Section 4.01(a)(ii) and on the Unaffected Certificates and Class R-III Certificates as set forth in Section 4.01(b) (to the extent of remaining Group 1 the Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over DateAmount, the Group 2 Available Funds will "REMIC II Distribution Amount"). Such amounts deemed distributed on the Class MA-1 and Class MA-2 Uncertificated Interests shall be considered to be held in the REMIC IIU Distribution Account until deemed to be distributed to the Group 2 Senior Trustee for the benefit of the Class UA-1, UA-2 and Class UA-2F Uncertificated Interests as set forth in Section 4.01(a)(ii) and distributed to the Holders of the Class R-IIU Certificates as follows: first, set forth in Section 4.01(a)(v) (to the Group 2 Senior Certificatesextent such portion of the Available Distribution Amount, the Accrued Certificate "REMIC IIU Distribution Amount"). Such amounts deemed distributed on the Class UA-1, Class UA-2 and Class UA-2F Uncertificated Interests, together with the amounts distributed on the Class MB, Class MC, Class MD, Class ME, Class MF, Class MG, Class MH, Class MJ and Class MX Uncertificated Interests shall be considered to be held in the REMIC III Distribution Account until deemed to be distributed on the Class A-2F Regular Interest on such Class for such Distribution Date; second, as set forth in Section 4.01(b) and distributed to the Group 2 Senior CertificatesHolders of the Class A-1, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesClass A-2, Class B, Class C, Class D, Class E, Class F, Class G and Class X Certificates and the Class R-III Certificates as set forth in Section 4.01(b) (to the extent of remaining Group 2 such portion of the Available Funds; thirdDistribution Amount, sequentially, the "REMIC III Distribution Amount"). Such amounts deemed distributed on the Class A-2F Regular Interest shall be considered to be held in the following order, to Floating Rate Account until distributed in accordance with the Class R-I, Class R-II and Class II-A Certificates, in reduction provisions of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available FundsSection 4.01(k). (Dii) On The allocation and reimbursement of Realized Losses and Additional Trust Fund Expenses and timing and amount of principal and interest distributions (1) on each Distribution Date prior REMIC I Regular Interest will be identical to such principal and interest amounts, allocations, reimbursements and timing and amount of distributions on the Cross-Over Date, but after Corresponding REMIC II Uncertificated Regular Interests (in the reduction case of the Current Principal Amount Class XX-0, Xxxxx XX-0, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and Class LJ Uncertificated Interests) or the Corresponding Certificates (in the case of the Group 1 or Group 2 Senior Certificates to zeroClass LK, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of LL, Class LM, Class LN, Class LO and Class LP Uncertificated Interest taken together with their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% Components of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the TrustMX Uncertificated Interest), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, an amount equal to the Available Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be distributed as follows: (A) On each withdrawn by the Trustee from the Distribution Date prior Account to the Cross-Over extent of funds on deposit with respect to Loan Group I therein and distributed for such Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in October 2016, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group 1 Senior I, to pay any accrued and unpaid interest on the Class I-A Certificates and Class I-B Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and the Class I-X Certificates: first, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-A CertificatesB-1, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following that order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group 2 Senior Optimal Principal Amount for such Distribution Date I to the extent necessary to meet a level of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior overcollateralization equal to the Cross-Over Date, an amount equal Group I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to any remaining Loan Group 1 I and will be included as part of the Group 2 Available Funds after the distributions I Principal Distribution Amount and distributed in accordance with Third (A) and (B) above below; and 4. any remaining Excess Spread with respect to Loan Group I will be distributed sequentiallythe Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Seventeenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order, order of priority: (A) For each Distribution Date (i) prior to the Class B-1related Stepdown Date or (ii) on which a Group I Trigger Event is in effect, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon Group I Principal Distribution Amount for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in Date will be distributed as follows: 1. to each case, to the extent Class of remaining Available Funds. (D) On each Distribution Date prior to the CrossClass I-Over Date, but after the reduction of A Certificates on a pro rata basis until the Current Principal Amount of the Group 1 or Group 2 Senior Certificates each such Class is reduced to zero, ; 2. to the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior I-B-1 Certificates, 100% of any remaining Group I Principal Distribution Amount until the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments thereof is reduced to zero; 3. to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on Class I-B-2 Certificates, any remaining Group I Principal Distribution Date on which Amount until the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect thereof is reduced to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable zero; 4. to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amounts thereofAmount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates thereof is an amount equal reduced to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.zero;

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002August 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in August 2004, the Class R-I Deposit will be distributed to the Holder of the Class R-I Certificate and the Class R-II Deposit will be distributed to the Holder of the Class R-II Certificate. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: firstFIRST, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1 Certificates and Class I-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; and THIRD, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1 Certificates and Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amount thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class IIII-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 III Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following orderand THIRD, to the Class R-I, Class R-II and Class IIIII-A Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 III Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Civ) Except as provided in clauses (Dv) and (Evi) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 I, Group II and Group 2 III Available Funds after the distributions in clauses (Ai), (ii) and (Biii) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II and Group III Available Funds. (Dv) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1 or Group 2 Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Class of Senior CertificatesCertificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dvi) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Evi) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii) and (iii) above on any Distribution Date, the remaining Group I, Group II or Group III Available Funds are less than the Group I, Group II and Group III Senior Optimal Principal Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates, on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group I, Group II or Group III Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January March 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among Group 1 Senior Certificates as follows: (i) FIRST, to the Group 1 Senior Certificates: first, to including the Class I-A Certificatesrelated Components, the Accrued Certificate Interest on each such Class or Component for such Distribution Date; second. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto. Any Net Interest Shortfalls shall be allocated among the Group 1 Senior Certificates as described below; (ii) SECOND, to the Class I-A Group 1 Senior Certificates, including the related Components, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdand (iii) THIRD, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group 1 Available Funds., sequentially, in the following order, (Da) On each Distribution Date prior concurrently, 61% to the CrossClass I-Over DateA-1 Certificates and 39% to the Class I-A-2-1 Certificates and Class I-A-2-2 Certificates, but after the reduction of on a pro rata basis, based on the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zeroAmounts thereof, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of the Class I-A-1 has been reduced to zero; (b) to the Class I-A-2-1 Certificates and Class I-A-2-2 Certificates, on a pro rata basis, based on the Current Principal Amounts thereof, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts of such Classes have been reduced to zero; (c) to the Class I-A-3 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal has been reduced to zero; and (d) to the aggregate Scheduled Principal Balance Class I-A-4 Certificates, in reduction of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount thereof, until the Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.has been reduced to zero;

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed Trustee, as follows: paying agent, or any other paying agent appointed by the Trustee (A) On each the "Paying Agent"), based solely on the information received from the Master Servicer in the Loan Summary and Remittance Report prior to such Distribution Date prior shall make the following disbursements and transfers from the Available Amount then on deposit in the Certificate Account and (with respect to the CrossClass A and Class A-Over IO Certificates only) any Class A Insured Payment for such Distribution Date and (with respect to the Class M Certificates only) any Class M Insured Payment for such Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among until such amounts have been fully distributed: (i) to the Group 1 Senior Class R-3 Certificate, an amount equal to its Certificate Principal Balance. (ii) to the Class P Certificates: first, the Class P Distribution Amount, if any; (iii) sequentially, to the Class IA Certificate Insurer and then to the Class M Certificate Insurer, the Class A Premium Amount and the Class M Premium Amount, respectively, then due it; (iv) to the Class A-IO and Class A certificates, pro rata, the Class Monthly Interest and any Class Interest Carryover Shortfall for such Classes; (v) to the Class M Certificates, the Class Monthly Interest for such Class (or, following a Separation Event, to the Class M-1, Class M-2 and Class M-3 Certificates, in that order); (vi) to the Class A Certificate Insurer, the Class A Reimbursement Amount, if any; (vii) on the first six (6) Distribution Dates only, to the Class R-3 Certificate, any Excess Interest for each such Distribution Date; (viii) to the Class A Certificates, the Accrued Certificate Class A Principal Distribution Amount; (ix) to the Class M Certificates, any Class Interest on such Class for such Distribution Date; secondCarryover Shortfall (or, following a Separation Event, to the Class I-A M-1, Class M-2 and Class M-3 Certificates, any Accrued in that order); (x) to the Class M Certificate Interest thereon remaining undistributed from previous Insurer, the Class M Reimbursement Amount, if any; (xi) to the Class M Certificates, the Class M Principal Distribution DatesAmount (or, following a Separation Event, to the Class M-1, Class M-2 and Class M-3 Certificates, the Class M-1, Class M-2 and Class M-3 Principal Distribution Amounts, respectively, in that order); (xii) to the Master Servicer, to the extent of remaining Group 1 Available Funds; thirdany unreimbursed Monthly Advances and Servicing Advances; (xiii) to the Trustee, to the Group 1 Senior extent not previously paid, an amount equal to the sum of all reimbursable expenses incurred in connection with its duties and obligations under this Agreement and for any indemnity amounts payable to the Trustee under this Agreement; (xiv) to the Net WAC Cap Carryover Fund (as a distribution to the Holder of the Class X Certificates) for subsequent distribution to the Class A and Class M Certificates, in that order, pursuant to Section 6.11(b), the lesser of (x) the Class X Distribution Amount and (y) the WAC Excess; (xv) to the Class X Certificates, the Group 1 Optimal Principal Amount for such Class X Distribution Amount, less any amount thereof applied pursuant to clause (xiv); and (xvi) to the Residual Certificates, any remaining amount, as provided in Section 5.05. (b) No Class Monthly Interest will be payable with respect to any Class of Offered Certificates after the Distribution Date to on which the extent outstanding Certificate Principal Balance of remaining Group 1 Available Funds, until the Current Principal Amount such Class of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class R-I Certificate) will be distributed monthly on each Distribution Date, commencing in January 2002August 2003, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in August 2003, the Class R-I Deposit will be distributed to the Holder of the Class R-I Certificate. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (i) With respect to the Group I Certificates: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I-1 Available Funds will be distributed in the following order of priority among to the Group 1 I-1 Senior CertificatesCertificates as follows: firstFIRST, to the Class I-A A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class I-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-1 Available Funds; thirdand THIRD, to the Group 1 Senior Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 1 I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 I-1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (B) On on each Distribution Date prior to the Cross-Over Date, the Group 2 I-2 Available Funds will be distributed to the Group 2 I-2 Senior Certificates as follows: firstFIRST, to the Group 2 Senior Class I-A-2 Certificates and Class I-X-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-2 Certificates and Class I-X-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Class I-A-2 Certificates and Class I-X-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 I-2 Available Funds; third, sequentially, in the following orderand THIRD, to the Class RI-I, Class R-II and Class II-A A-2 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 I-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 I-2 Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (C) on each Distribution Date, the Group I-3 Available Funds will be distributed to the Group I-3 Senior Certificates as follows: FIRST, to the Class I-A-3 Certificates and Class I-X-3 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-3 Certificates and Class I-X-3 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-A-3 Certificates and Class I-X-3 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-3 Available Funds; and THIRD, to the Class I-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Group I-3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (D) Except as provided in clauses (DE) and (EF) below, on each Distribution Date on or prior to the Group I Cross-Over Date, an amount equal to the sum of any remaining Group 1 I-1, Group I-2 and Group 2 I-3 Available Funds after the distributions in clauses (A), (B) and (BC) above will be distributed sequentially, in the following order, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I-1, Group I-2 and Group I-3 Available Funds. (DE) On each Distribution Date prior to the Group I Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 I-1, Group I-2 or Group 2 I-3 Senior Certificates to zero, the remaining Class or Classes of Group I Senior Certificates (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Group I Senior Certificates' respective Loan Group allocated to such Group of I Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates; provided, however, that if (Aa) the weighted average of the Group I Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Group I Subordinate Percentages and (Bb) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent 60 days or more (including for this purpose any such Group I Mortgage Loans in foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Group I Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group I Senior Certificates in accordance with this clause (DE) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates will be allocated to the Group I Subordinate Certificates. (EF) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group I Senior Certificates (other than the Interest Only Certificates) would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Group I Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (ia) 100% of amounts otherwise allocable to the Group I Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group I Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iib) the Accrued Certificate Interest otherwise allocable to the Group I Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Group I Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Group I Subordinate Certificates will be allocated in reverse order of the Group I Subordinate Certificates numerical designations, commencing with the Class I-B-6 Certificates. (G) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A), (B) and (C) above on any Distribution Date, the remaining Group I-1, Group I-2 or Group I-3 Available Funds are less than the Group I-1, Group I-2 and Group I-3 Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (H) On each Distribution Date, any Group I-1, Group I-2 or Group I-3 Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002February 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: firstFIRST, to the Class I-A A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-X, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-X, Class R-I, Class R-II and Class R-III Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class I-A A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-X, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; THIRD, to the Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; FOURTH, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; FIFTH, to the Class I-PO Certificates, the related Class I-PO Certificate Principal Distribution Amount for such Distribution Date to the extent of the remaining Group I Available Funds, until the Current Principal Amount thereof has been reduced to zero; and SIXTH, to the Class I-PO Certificates, the Class I-PO Certificate Deferred Amount to the extent of the remaining Group I Available Funds, provided, that (i) such distributions shall not reduce the Current Principal Amount of the Class I-PO Certificates and (ii) no distribution will be made in respect of the Class I-PO Certificate Deferred Amount on or after the Cross-Over Date. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 II Available Funds; thirdTHIRD, to the Group 1 Senior Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 1 II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 II Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates each such Class has been reduced to zero. (B) On each ; FOURTH, to the Class II-PO Certificates, the Class II-PO Certificate Principal Distribution Amount for such Distribution Date prior to the extent of the remaining Group II Available Funds, until the Current Principal Amount thereof has been reduced to zero; and FIFTH, to the Class II-PO Certificates, the Class II-PO Certificate Deferred Amount to the extent of the remaining Group II Available Funds, provided, that (i) such distributions shall not reduce the Current Principal Amount of the Class II-PO Certificates and (ii) no distribution will be made in respect of the Class II-PO Certificate Deferred Amount on or after the Cross-Over Date. (iii) on each Distribution Date, the Group 2 III Available Funds will be distributed to the Group 2 III Senior Certificates as follows: firstFIRST, to the Group 2 Senior Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Class III-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 III Available Funds; third, sequentially, in the following orderand THIRD, to the Class RIII-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 III Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Civ) Except as provided in paragraphs (Dv) and (Evi) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to any the sum of the remaining Group 1 I, Group II and Group 2 III Available Funds after the distributions in (Ai) and (Bii) above will be distributed sequentially, sequentially in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group I, Group II and Group III Available Funds. (Dv) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of all of the Group 1 or Group 2 Senior Certificates of a Certificate Group (other than the Interest Only Certificates and Principal Only Certificates, as applicable) to zero, the remaining Class or Classes of Senior Certificates (other than the Interest Only Certificates and Principal Only Certificates, as applicable) in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Non-PO Percentage of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Senior Certificates of the fully repaid Class of Senior CertificatesCertificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 10050%, then the additional allocation of Principal Prepayments to the such remaining Class or Classes of Senior Certificates in accordance with this clause (Dv) will not be mademade and 100% of the Non-PO Percentage of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Evi) If on any Distribution Date on which the aggregate Current Principal Amount of any Class the Group I, Group II or Classes of Group III Senior Certificates (other than the Interest Only Certificates and Principal Only Certificates) would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group (other than the PO Percentage of the related Discount Mortgage Loans) and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of the Group I, Group II and Group III Senior Certificates (other than the Interest Only Certificates and Principal Only Certificates), as applicable, in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan GroupGroup (other than the PO Percentage of the related Discount Mortgage Loans), and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan GroupGroup (other than the PO Percentage of the related Discount Mortgage Loans). Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (vii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (i) above on any Distribution Date, the remaining Group I Available Funds are less than the sum of the Group I Senior Optimal Principal Amount and Class I-PO Certificate Principal Distribution Amount, such amounts shall be reduced, and such remaining funds will be distributed to the Group I Senior Certificates (other than the Class I-A-3, Class I-A-4 and Class I-X Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class I-PO Certificates pursuant to this paragraph, the principal balance of the Class I-PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class I-PO Certificates in accordance with priority FIFTH of clause (i) above, and (ii) principal actually distributed to the Class I-PO Certificates after giving effect to this paragraph. The Class I-PO Certificate Cash Shortfall for the Class I-PO Certificates with respect to any Distribution Date will be added to the Class I-PO Certificate Deferred Amount. (viii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (ii) above on any Distribution Date, the remaining Group II Available Funds is less than the sum of the Group II Senior Optimal Principal Amount, such amounts shall be reduced, and such remaining funds will be distributed to the Group II Senior Certificates (other than the Class I-A-3 Certificates and Class II-X Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class II-PO Certificates pursuant to this paragraph, the principal balance of the Class II-PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class II-PO Certificates in accordance with priority FOURTH of clause (ii) above, and (ii) principal actually distributed to the Class II-PO Certificates after giving effect to this paragraph. The Class II-PO Certificate Cash Shortfall for the Class II-PO Certificates with respect to any Distribution Date will be added to the Class II-PO Certificate Deferred Amount. (b) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided, that if on any Distribution Date there are any Group I, Group II or Group III Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class R Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002June 2005, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in June 2005, the Class R Deposit will be distributed to the Holder of the Class R Certificates in reduction of the Current Principal Amount thereof. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among the Group 1 Senior CertificatesCertificates as follows: first, to the Class I-A Certificates and Class X Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class, and (i) with respect to the Class A Certificates and the initial Distribution Date, including amounts withdrawn from the Class A Reserve Fund and (ii) with respect to the Class X-1 Certificates and any Distribution Date, less any amount withdrawn from the Class A Reserve Fund and not replenished, such amount to be deposited into the Class A Reserve Fund on such Distribution Date; second, to the Class I-A Certificates, any Carryover Shortfall Amounts due to the Class A Certificates (in accordance with clause (D) below) to the extent such amount was deducted from the Accrued Certificate Interest on the Class X-1 Certificates for such Distribution Date; third, to the Class A Certificates and Class X Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to pro rata, based on the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the undistributed Accrued Certificate Interest on such Class for such Distribution Date; second, owed to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.and

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002September 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in September 2004, the Class R-I Deposit will be distributed to the Holder of the Class R-I Certificate, the Class R-II Deposit will be distributed to the Holder of the Class R-II Certificate and the Class R-III Deposit will be distributed to the Holder of the Class R-III Certificate. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: first, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1 Certificates and Class I-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; and third, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: first, to the Class II-A-1 Certificates and Class II-X Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1 Certificates and Class II-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class II-A-1 Certificates and Class II-X Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and third, to the Class II-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Class has been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: first, to the Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class IIII-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 III Available Funds; and third, to the Group 1 Senior Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 1 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 III Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (Biv) On on each Distribution Date prior to the Cross-Over Date, the Group 2 IV Available Funds will be distributed to the Group 2 IV Senior Certificates as follows: first, to the Group 2 Senior Class IV-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Class IV-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 IV Available Funds; and third, sequentially, in the following order, to the Class R-I, Class R-II and Class IIIV-A Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 IV Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Cv) Except as provided in clauses (Dvi) and (Evii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 I, Group II, Group III and Group 2 IV Available Funds after the distributions in clauses (Ai), (ii), (iii) and (Biv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III, Group IV Available Funds. (Dvi) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1 or Group 2 Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Class of Senior CertificatesCertificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dvi) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Evii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates (other than the Interest Only Certificates) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group I, Group II, Group III and Group IV Senior Optimal Principal Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002August 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among the Group 1 Senior CertificatesCertificates as follows: firstFIRST, to the Senior Certificates (other than the Class I-A PO Certificates and prior to the Class A-3 Accretion Termination Date, the Class A-3 Certificates, to the extent of the Class A-3 Accrual Distribution Amount and prior to the Class A-6 Accretion Termination Date, the Class A-6 Certificates, to the extent of the Class A-6 Accrual Distribution Amount), on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Senior Certificates (other than the Class PO Certificates) is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Senior Certificates (other than the Class I-A PO Certificates and prior to the Class A-3 Accretion Termination Date, the Class A-3 Certificates, to the extent of the Class A-3 Accrual Distribution Amount and prior to the Class A-6 Accretion Termination Date, the Class A-6 Certificates, to the extent of the Class A-6 Accrual Distribution Amount), on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdand THIRD, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date concurrently as follows: (i) to the extent of the remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed related to the Group 2 Senior Certificates as follows: firstSubgroup 1, to the Group 2 Senior CertificatesClass A-1, the Accrued Certificate Interest on such Class for such Distribution Date; secondA-2, to the Group 2 Senior CertificatesClass A-3, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesClass A-4, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class IIR-A III Certificates, as principal, the Subgroup 1 Principal Distribution Amount in the order set forth in Section 6.01(g) below; and (ii) to the extent of the remaining Available Funds related to Subgroup 2, to the Class A-5, Class A-6 and Class A-7 Certificates, as principal, the Subgroup 2 Principal Distribution Amount, in reduction of the Current Principal Amounts thereofAmount, in the order set forth in Section 6.01(i) below; and (iii) to the extent of the remaining Available Funds related to Subgroup 3, to the Class A-8 Certificates, as principal, the Group 2 Senior Optimal Subgroup 3 Principal Distribution Amount, in reduction of the Current Principal Amount, until the Current Principal Amount thereof has been reduced to zero. FOURTH, to the Class PO Certificates, the Class PO Certificate Principal Distribution Amount for such Distribution Date to the extent of the remaining Group 2 Available Funds, until the Current Principal Amounts Amount thereof have has been reduced to zero;; and FIFTH, to the Class PO Certificates, the Class PO Certificate Deferred Amount, provided, that such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Certificate Deferred Amount on or after the Cross-Over Date. (Cii) Except as provided in (D) and (E) below, on On each Distribution Date on or prior to the Cross-Over Date, an amount equal to any the remaining Group 1 and Group 2 Available Funds after the distributions in clause (A) and (Bi) above will be distributed sequentially, sequentially in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (Diii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (a)(i) above on any Distribution Date, the remaining Available Funds related to Subgroup 1 is less than the sum of the Subgroup 1 and Class PO Principal Distribution Amount, the remaining Available Funds related to Subgroup 2 is less than the Subgroup 2 Principal Distribution Amount or the remaining Available Funds related to Subgroup 3 is less than the Subgroup 3 Principal Distribution Amount, such amounts shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates (other than the Interest Only Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class PO Certificates in accordance with priority FOURTH of clause (a)(i) above, and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph. The Class PO Certificate Cash Shortfall for the Class PO Certificates with respect to any Distribution Date will be added to the Class PO Certificate Deferred Amount. (b) On each Distribution Date prior Date, any Available Funds remaining after payment of interest and principal to the CrossClasses of Certificates entitled thereto, as described above, will be distributed to the Class R-Over DateIII Certificates; provided, but that if on any Distribution Date there are any Available Funds remaining after the reduction payment of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates interest and principal to zero, the remaining a Class or Classes of Senior Certificates entitled thereto, such amounts will be entitled distributed to receive in reduction the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior until all amounts due to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or all Classes of Senior Certificates would be greater than have been paid in full, before any amounts are distributed to the aggregate Scheduled Principal Balance Class R-III Certificates. (c) For any Distribution Date, "pro rata" distributions among Classes of the Mortgage Loans Certificates in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, (i) 100% "pro rata" distributions among Classes of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Classes Notional Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs. (g) On each Distribution Date before the Cross-Over Date, an amount, up to the amount of the Subgroup 1 Principal Distribution Amount for that Distribution Date, will be distributed as principal as follows: (1) sequentially to the Class R-I, Class R-II and Class R-III Certificates, in reduction of the Current Principal Amounts thereof, in each case until the Current Principal Amount thereof has been reduced to zero; (2) to the Class A-4 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero, in an amount equal to the Class A-4 Lockout Principal Amount; (3) to the Class A-1 Certificates and Class A-2 Certificates, on a pro rata basis, based on the Current Principal Amounts thereof, in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amounts thereof have been reduced to zero; (4) to the Class A-3 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and (5) to the Class A-4 Certificates, in reduction of such the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero. (h) On each Distribution Date after the Cross-Over Date, an amount, up to the amount of the Subgroup 1 Principal Distribution Amount for that Distribution Date, will be distributed to the Class or Classes A-1, Class A-2, Class A-3 and Class A-4 Certificates on a pro rata basis, based on the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. (i) On each Distribution Date before the Cross-Over Date, an amount, up to the amount of Senior Certificates is the Subgroup 2 Principal Distribution Amount for that Distribution Date, will be distributed as principal as follows: (1) to the Class A-7 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero, in an amount equal to the aggregate Scheduled Class A-7 Lockout Principal Balance Amount; (2) to the Class A-5 Certificates, in reduction of the Mortgage Loans in its related Loan GroupCurrent Principal Amount thereof, and until the Current Principal Amount thereof has been reduced to zero; (ii3) the Accrued Certificate Interest otherwise allocable to the Subordinate Class A-6 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and (4) to the Class A-7 Certificates, in reduction of the Current Principal Amount, until the Current Principal Amount thereof has been reduced to zero. (j) On each Distribution Date after the Cross-Over Date, an amount, up to the amount of the Subgroup 2 Principal Distribution Amount for that Distribution Date, will be distributed to the Class A-5, Class A-6 and Class A-7 Certificates on such a pro rata basis, based on the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. (k) On each Distribution Date, an amount, up to the amount of the Subgroup 3 Principal Distribution Amount for that Distribution Date, will be distributed as principal, to the Class A-8 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero. (l) On each Distribution Date up to and including the Class A-3 Accretion Termination Date, the Class A-3 Accrual Distribution Amount will be reduceddistributed as principal to the Class A-1 Certificates and Class A-2 Certificates, if necessaryon a pro rata basis, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. (m) On each Distribution Date up to and including the Class A-6 Accretion Termination Date, the Class A-6 Accrual Distribution Amount will be distributed as principal as to such the Class or Classes of Senior A-5 Certificates in reduction of the Current Principal Amount thereof until the Current Principal Amount thereof has been reduced to zero. (n) On each Distribution Date prior to the Class A-3 Accretion Termination Date, an amount equal to the Accrued Certificate Interest for such Distribution Date that would otherwise be distributed on the excess of (x) Class A-3 Certificates shall be added to the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance Amount of the Mortgage Loans in Class A-3 Certificates to the related Loan Groupextent that such amount is required to be distributed to the Holders of the Class A-1 Certificates and Class A-2 Certificates pursuant to Section 6.01(l). Any such reduction in On or after the Class A-3 Accretion Termination Date, the entire amount of Accrued Certificate Interest on the Subordinate Class A-3 Certificates for such Distribution Date shall be payable to the Holders of the Class A-3 Certificates, as interest, to the extent not required to reduce the Current Principal Amounts of the Class A-1 Certificates and Class A-2 Certificates to zero on such Class A-3 Accretion Termination Date; provided that if the Class A-3 Accretion Termination Date is the Cross-over Date, the entire amount of Accrued Certificate Interest on the Class A-3 Certificates for such Distribution Date will be allocated in reverse order paid to the Holders of the Subordinate Class A-3 Certificates numerical designations, commencing with to the extent of Accrued Certificate Interest on such Class for the related Distribution Date. Any such Accrued Certificate Interest on the Class B-6 A-3 Certificates which is paid to the Holders of the Class A-1 Certificates and Class A-2 Certificates, in reduction of their Current Principal Amounts on the Class A-3 Accretion Termination Date will be added to the Current Principal Amounts of the Class A-3 Certificates in the manner described in the first sentence of this Section 6.01(n). (o) On each Distribution Date prior to the Class A-6 Accretion Termination Date, an amount equal to the Accrued Certificate Interest that would otherwise be distributed on the Class A-6 Certificates shall be added to the Current Principal Amount of the Class A-6 Certificates to the extent that such amount is required to be distributed to the Holders of the Class A-5 Certificates pursuant to Section 6.01(m). On or after the Class A-6 Accretion Termination Date, the entire amount of Accrued Certificate Interest on the Class A-6 Certificates for such Distribution Date shall be payable to the Holders of the Class A-6 Certificates, as interest, to the extent not required to reduce the Current Principal Amounts of the Class A-5 Certificates to zero on such Class A-6 Accretion Termination Date; provided that if the Class A-6 Accretion Termination Date is the Cross-over Date, the entire amount of Accrued Certificate Interest on the Class A-6 Certificates for such Distribution Date will be paid to the Holders of the Class A-6 Certificates to the extent of Accrued Certificate Interest on such Class for the related Distribution Date. Any such Accrued Certificate Interest on the Class A-6 Certificates which is paid to the Holders of the Class A-5 Certificates, in reduction of their Current Principal Amounts on the Class A-6 Accretion Termination Date will be added to the Current Principal Amounts of the Class A-6 Certificates in the manner described in the first sentence of this Section 6.01(o).

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002December 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (i) With respect to the Group I Certificates: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I-1 Available Funds will be distributed in the following order of priority among to the Group 1 I-1 Senior CertificatesCertificates as follows: firstFIRST, to the Class II-1-A A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-1-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class II-1-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-1 Available Funds; thirdTHIRD, to the Group 1 Senior Class R-I, Class R-IV and Class R-V Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 1 I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 I-1 Available Funds, until the Current Principal Amounts of such Classes are reduced to zero; and FOURTH, to the Class I-1-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (B) On on each Distribution Date prior to the Cross-Over Date, the Group 2 I-2 Available Funds will be distributed to the Group 2 I-2 Senior Certificates as follows: firstFIRST, to the Class I-2-A-1, Class I-2-X-1, Class I-2-A-2, Class I-2-X-2, Class I-2-A-3, Class I-2-X-3, Class I-2-A-4, Class I-2-A-5 and Class I-2-A-6 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-2-A-1, Class I-2-X-1, Class I-2-A-2, Class I-2-X-2, Class I-2-A-3, Class I-2-X-3, Class I-2-A-4, Class I-2-A-5 and Class I-2-A-6 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-2-A-1, Class I-2-X-1, Class I-2-A-2, Class I-2-X-2, Class I-2-A-3, Class I-2-X-3, Class I-2-A-4, Class I-2-A-5 and Class I-2-A-6 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 I-2 Available Funds; and THIRD, to the Class I-2-A-1, Class I-2-A-2, Class I-2-A-3, Class I-2-A-4, Class I-2-A-5 and Class I-2-A-6 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group I-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-2 Available Funds, until the Current Principal Amount of each such Class has been reduced to zero. (C) on each Distribution Date, the Group I-3 Available Funds will be distributed to the Group I-3 Senior Certificates as follows: FIRST, to the Class I-3-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-3-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Class I-3-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 I-3 Available Funds; third, sequentially, in the following orderand THIRD, to the Class RI-3-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 I-3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 I-3 Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (CD) on each Distribution Date, the Group I-4 Available Funds will be distributed to the Group I-4 Senior Certificates as follows: Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-4-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-4 Available Funds; and THIRD, to the Class I-4-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-4 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (E) on each Distribution Date, the Group I-5 Available Funds will be distributed to the Group I-5 Senior Certificates as follows: FIRST, to the Class I-5-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-5-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-5-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-5 Available Funds; and THIRD, to the Class I-5-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-5 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-5 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (F) Except as provided in clauses (DG) and (EH) below, on each Distribution Date on or prior to the Group I Cross-Over Date, an amount equal to the sum of any remaining Group 1 I-1, Group I-2, Group I-3, Group I-4 and Group 2 I-5 Available Funds after the distributions in clauses (A), (B), (C), (D) and (BE) above will be distributed sequentially, in the following order, to the Class I-M-1, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class B-5 I-B-5, Class I-B-6 and Class B-6 I-B-7 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I-1, Group I-2, Group I-3, Group I-4 and Group I-5 Available Funds. (DG) On each Distribution Date prior to the Group I Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 I-1, Group I-2, Group I-3, Group I-4 or Group 2 I-5 Senior Certificates to zero, the remaining Class or Classes of Group I Senior Certificates (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Group I Senior Certificates' respective Loan Group allocated to such Group of I Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates; provided, however, that if (Aa) the weighted average of the Group I Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Group I Subordinate Percentages and (Bb) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent 60 days or more (including for this purpose any such Group I Mortgage Loans in foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Group I Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group I Senior Certificates in accordance with this clause (DG) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates will be allocated to the Group I Subordinate Certificates. (EH) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group I Senior Certificates (other than the Interest Only Certificates) would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Group I Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (ia) 100% of amounts otherwise allocable to the Group I Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group I Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iib) the Accrued Certificate Interest otherwise allocable to the Group I Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Group I Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Group I Subordinate Certificates will be allocated in reverse order of the Group I Subordinate Certificates numerical designations, commencing with the Class B-6 I-B-7 Certificates. (I) If, after distributions have been made pursuant to priorities FIRST, SECOND and THIRD of clause (a)(i)(A) and priorities FIRST and SECOND of clauses (a)(i), (B), (C), (D) and (E) above on any Distribution Date, the remaining Group I-1, Group I-2, Group I-3, Group I-4 or Group I-5 Available Funds are less than the Group I-1, Group I-2, Group I-3, Group I-4 and Group I-5 Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-V Certificates; provided, that if on any Distribution Date there are any Group I-1, Group I-2, Group I-3, Group I-4 or Group I-5 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Group I Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Group I Senior Certificates have been paid in full, before any amounts are distributed to the Class R-V Certificates. (ii) With respect to the Group II Certificates: (A) on each Distribution Date, the Group II-1 Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-1-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-1-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-1-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II-1 Available Funds; and

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002October 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (i) With respect to the Group I Certificates: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I-1 Available Funds will be distributed in the following order of priority among to the Group 1 I-1 Senior CertificatesCertificates as follows: firstFIRST, to the Class II-1-A A-1, Class I-1-A-2, Class I-1-A-3, Class R-I and Class R-II Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-1-A-1, Class I-1-A-2, Class I-1-A-3, Class R-I and Class R-II Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-1-A-1, Class I-1-A-2, Class I-1-A-3, Class R-I and Class R-II Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-1 Available Funds; THIRD, to the Class R-I Certificates and Class R-II Certificates, on a pro rata basis, in reduction of the Current Principal Amount thereof, the Group I-1 Senior Optimal Principal Amount for such distribution date to the extent of Group I-1 Available Funds until the Current Principal Amount of each such class is reduced to zero; and FOURTH, Class I-1-A-1, Class I-1-A-2 and Class I-1-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Group I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-1 Available Funds, until the Current Principal Amount of such Classes has been reduced to zero. (B) on each Distribution Date, the Group I-2 Available Funds will be distributed to the Group I-2 Senior Certificates as follows: FIRST, to the Class I-2-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-2-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class II-2-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-2 Available Funds; thirdand THIRD, to the Group 1 Senior Class I-2-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 1 I-2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 I-2 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (BC) On on each Distribution Date prior to the Cross-Over Date, the Group 2 I-3 Available Funds will be distributed to the Group 2 I-3 Senior Certificates as follows: firstFIRST, to the Group 2 Senior Class I-3-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-3-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Class I-3-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 I-3 Available Funds; third, sequentially, in the following orderand THIRD, to the Class RI-3-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 I-3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 I-3 Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (CD) on each Distribution Date, the Group I-4 Available Funds will be distributed to the Group I-4 Senior Certificates as follows: FIRST, to the Class I-4-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-4-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-4-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-4 Available Funds; and THIRD, to the Class I-4-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group I-4 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-4 Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (E) Except as provided in clauses (DF) and (EG) below, on each Distribution Date on or prior to the Group I Cross-Over Date, an amount equal to the sum of any remaining Group 1 I-1, Group I-2, Group I-3 and Group 2 I-4 Available Funds after the distributions in clauses (A), (B), (C) and (BD) above will be distributed sequentially, in the following order, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I-1, Group I-2, Group I-3 and Group I-4 Available Funds. (DF) On each Distribution Date prior to the Group I Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 I-1, Group I-2, Group I-3 or Group 2 I-4 Senior Certificates to zero, the remaining Class or Classes of Group I Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Group I Senior Certificates' respective Loan Group allocated to such Group of I Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates; provided, however, that if (Aa) the weighted average of the Group I Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Group I Subordinate Percentages and (Bb) the aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent 60 days or more (including for this purpose any such Group I Mortgage Loans in foreclosure and Group I Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Group I Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Group I Senior Certificates in accordance with this clause (DF) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Group I Senior Certificates will be allocated to the Group I Subordinate Certificates. (EG) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Group I Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Group I Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (ia) 100% of amounts otherwise allocable to the Group I Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Group I Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Group I Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iib) the Accrued Certificate Interest otherwise allocable to the Group I Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Group I Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Group I Subordinate Certificates will be allocated in reverse order of the Group I Subordinate Certificates numerical designations, commencing with the Class I-B-6 Certificates. (H) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A), (B), (C) and (D) above on any Distribution Date, the remaining Group I-1, Group I-2, Group I-3 or Group I-4 Available Funds are less than the Group I-1, Group I-2, Group I-3 and Group I-4 Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002June 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: firstFIRST, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdTHIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has Amounts thereof have been reduced to zero.; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: firstFIRST, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; thirdTHIRD, sequentially, in the following order, to the Class RII-IA-1, Class RII-II A-2 and Class II-A A-3 Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of the Group 2 Senior Certificates has been reduced to zero;. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Class III-A Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Class IV-A Certificates as follows: FIRST, to the Class IV-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class IV-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; THIRD, to the Class IV-A Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Class IV-A Certificates has been reduced to zero. (E) Except as provided in (DF) and (EG) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2, Group 3 and Group 2 4 Available Funds after the distributions in (A), (B), (C) and (BD) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (DF) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or 1, Group 2 Senior Certificates to zero2, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.3 or

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in January 2002June 2006, as instructed by the Master Servicer, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) . On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among the Group 1 Senior CertificatesI Certificates except as otherwise noted: first, to the Class I-A and Class A-R Certificates, pro rata, the Accrued Certificate Interest on such Class each class of Group I Certificates for such Distribution Date; second, to the Class I-A and Class A-R Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds, any shortfall in available amounts being allocated to the Group I Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group I Certificates for such Distribution Date; and third, to the Group 1 Senior Class I-A and Class A-R Certificates, pro rata, in reduction of the Class Certificate Balances thereof, the Group 1 Optimal I Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group 1 I Available Funds, until the Current Principal Amount Class Certificate Balances of the Group 1 Senior Certificates has such Classes have been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to in the following order of priority among the Group 2 Senior II Certificates except as followsotherwise noted: first, to the Group 2 Senior Class II-A-1 Certificates and Class II-A-2 Certificates, pro rata, the Accrued Certificate Interest on such Class the Group II Certificates for such Distribution Date; second, to the Group 2 Senior Class II-A-1 Certificates and Class II-A-2 Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 II Available Funds, any shortfall in available amounts being allocated to the Group II Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for the Group II Certificates for such Distribution Date; and third, sequentially, in the following order, to the Class RII-I, Class R-II A-1 Certificates and Class II-A A-2 Certificates, pro rata, in reduction of the Current Principal Amounts Class Certificate Balance thereof, the Group 2 II Senior Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group 2 II Available Funds, until the Current Principal Amounts thereof have Class Certificate Balance of such Class has been reduced to zero;. (C) Except On each Distribution Date, the Group III Available Funds will be distributed in the following order of priority among the Group III Certificates except as provided otherwise noted: first, to the Class III-A-1 Certificates and Class III-A-2 Certificates, pro rata, the Accrued Certificate Interest on the Class III-A Certificates for such Distribution Date; second, to the Class III-A-1 Certificates and Class III-A-2 Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds, any shortfall in available amounts being allocated to the Group III Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for the Group III Certificates for such Distribution Date; and third, to the Class III-A-1 Certificates and Class III-A-2 Certificates, pro rata, in reduction of the Class Certificate Balance thereof, the Group III Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group III Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (D) On each Distribution Date, the Group IV Available Funds will be distributed in the following order of priority among the Group IV Certificates except as otherwise noted: first, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, pro rata,, the Accrued Certificate Interest on the Class IV-A Certificates for such Distribution Date; second, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds, any shortfall in available amounts being allocated to the Group IV Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for the Group IV Certificates for such Distribution Date; and third, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, pro rata, in reduction of the Class Certificate Balance thereof, the Group IV Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (E) belowOn each Distribution Date, the Group V Available Funds will be distributed in the following order of priority among the Group V Certificates except as otherwise noted: first, to the Class V-A-1 Certificates and Class V-A-2 Certificates, pro rata,, the Accrued Certificate Interest on the Class V-A Certificates for such Distribution Date; second, to the Class V-A-1 Certificates and Class V-A-2 Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group V Available Funds, any shortfall in available amounts being allocated to the Group V Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for the Group V Certificates for such Distribution Date; and third, to the Class V-A-1 Certificates and Class V-A-2 Certificates, pro rata, in reduction of the Class Certificate Balance thereof, the Group V Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group V Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (F) On each Distribution Date, the Group VI Available Funds will be distributed in the following order of priority among the Group VI Certificates except as otherwise noted: first, to the Class VI-A-1 Certificates and Class VI-A-2 Certificates, pro rata,, the Accrued Certificate Interest on the Class IV-A Certificates for such Distribution Date; second, to the Class VI-A-1 Certificates and Class VI-A-2 Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group VI Available Funds, any shortfall in available amounts being allocated to the Group VI Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for the Group VI Certificates for such Distribution Date; and third, to the Class VI-A-1 Certificates and Class VI-A-2 Certificates, pro rata, in reduction of the Class Certificate Balance thereof, the Group VI Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group VI Available Funds, until the Class Certificate Balance of such Class has been reduced to zero. (G) On each Distribution Date on or prior to the Cross-Over Credit Support Depletion Date, an amount equal to any the sum of the remaining Group 1 I Available Funds, Group II Available Funds, Group III Available Funds, Group IV Available Funds, Group V Available Funds and Group 2 VI Available Funds after the distributions in clauses (A) through (F) above and after any distributions required to be made pursuant to clauses (H) and (BI) above below, will be distributed sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 B-2 and Class B-6 B-3 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Available Funds. (DH) On each Distribution Date prior to the Cross-Over Date, Credit Support Depletion Date but after the reduction of the Current Principal Amount aggregate Class Certificate Balance of the Group 1 or Group 2 related Senior Certificates of a related Loan Group to zero, the remaining Class or Classes of related Senior Certificates will be entitled to receive in reduction of their Current Principal AmountsClass Certificate Balances, pro rata rata, based upon their Current Principal Amounts respective Class Certificate Balances immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if both (Aa) the weighted average of the Subordinate Percentage equals or exceeds 6.20200% of the original weighted average of the Subordinate Percentage as of the Closing Date on such or after the Distribution Date in June 2009 and (Bb) the aggregate Scheduled Stated Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust)more, averaged over the last six months, as a percentage of the sum aggregate Class Certificate Balance of the aggregate Current Principal Amount of the Subordinate Class M Certificates and Class B Certificates, does not exceed 10050%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DH) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid class or classes of Senior Certificates will be allocated to the Subordinate Certificates. (EI) If on any Distribution Date on which the aggregate Current Principal Amount Class Certificate Balance of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Stated Principal Balance of the Mortgage Loans in its related Loan Group (the amount of such excess, the "Undercollateralized Amount," and any such Class or Classes of Senior Certificates, the "Undercollateralized Senior Certificates") and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of the Undercollateralized Senior Certificates in reduction of the Current Principal Amounts Class Certificate Balances thereof, until the aggregate Current Principal Amount Class Certificate Balance of such Class or Classes of Undercollateralized Senior Certificates is an amount equal to the aggregate Scheduled Stated Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Undercollateralized Senior Certificates pursuant to clause first of clauses (A), (B), (C), (D), (E) or (F) above, as applicable, in an amount equal to the Accrued Certificate Interest at the Pass-Through Rate for such Class or Classes of Undercollateralized Senior Certificates for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in a balance equal to the related Loan GroupUndercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated to the Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates, in reverse order that order. On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class A-R Certificates; provided that if on any Distribution Date on and after the Credit Support Depletion Date there are any Group I, Group II, Group III, Group IV, Group V or Group VI Available Funds remaining after payment of interest and principal to a Class or Classes of Senior Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Class Certificate Balances, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class A-R Certificates. In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Master Servicer Collection Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Subordinate Certificates numerical designations, commencing with the highest payment priority to which Realized Losses have been allocated, including any Class B-6 Certificatesof Subordinate Certificates to which a Realized Loss was previously allocated and whose Class Certificate Balance has been reduced to zero, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02. The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate 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 Class Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, amounts held in the Distribution Account shall be withdrawn (to the extent of the Available Funds shall be Distribution Amount) in the case of all Classes of REMIC I Regular Interests and distributed on the REMIC I Regular Interests as follows: (A1) amounts distributable as interest to the Class A-1, Class A-2 and Class A-3 Certificates pursuant to Section 4.01(b)(i) shall be allocated 0.01% to the Corresponding REMIC I Regular Interests and 99.99% to the Class LWAC Uncertificated Interest; (2) amounts distributable as principal to the Class A-1, Class A-2 and Class A-3 Certificates pursuant to Section 4.01(b)(ii) or the proviso to Section 4.01(b) shall be allocated 0.01% to the Corresponding REMIC I Regular Interests and 99.99% to the Class LWAC Uncertificated Interest; (3) amounts distributable for unreimbursed amounts of Realized Losses and Additional Trust Fund Expenses previously allocated to the Class A-1, Class A-2 and Class A-3 Certificates pursuant to Section 4.01(b)(v) shall be allocated 0.01% to the Corresponding REMIC I Regular Interests and 99.99% to the Class LWAC Uncertificated Interest; (4) amounts distributable as interest to the Class B, Class C, Class D, Class E, Class F and Class G Certificates pursuant to Section 4.01(b)(vi), (ix), (xi), (xv), (xviii) and (xxi) shall be allocated 0.01% to the Corresponding REMIC I Regular Interests and 99.99% to the Class LWAC Uncertificated Interest; (5) amounts distributable as principal to the Class B, Class C, Class D, Class E, Class F and Class G Certificates pursuant to Section 4.01(b)(vii), (x), (xiii), (xvi), (xix) and (xxii) shall be allocated 0.01% to the Corresponding REMIC I Regular Interests and 99.99% to the Class LWAC Uncertificated Interest; (6) amounts distributable for unreimbursed amounts of Realized Losses and Additional Trust Fund Expenses previously allocated to the Class B, Class C, Class D, Class E, Class F and Class G Certificates pursuant to Section 4.01(b)(vi), (xi), (xiv), (xvii), (xx) and (xxiii) shall be allocated 0.01% to the Corresponding REMIC I Regular Interests and 99.99% to the Class LWAC Uncertificated Interest; (7) amounts distributable as interest to the Class X Certificates pursuant to Section 4.01(b)(i) shall be allocated 100.00% to the Class LWAC Uncertificated Interest. (ii) The amounts distributable pursuant to clauses (i)(1) through (7) above constitute the "REMIC I Distribution Amount." Subject to the penultimate paragraph of Section 4.01(b), any amount that remains in the Distribution Account on each Distribution Date after distribution of the REMIC I Distribution Amount and Prepayment Premiums allocable to the REMIC I Regular Interests pursuant to Section 4.01(d)(ii) shall be distributed to the Holders of the Class R-I Certificates (but only to the extent of the Available Distribution Amount for such Distribution Date remaining in the Distribution Account, if any). (b) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 the Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, the Trustee shall transfer the REMIC I Distribution Amount from the Distribution Account to the REMIC II Distribution Account in the amounts set forth in Section 4.01(a)(i) with respect to each Class of REMIC I Regular Interest, and immediately thereafter, shall make distributions thereof from the REMIC II Distribution Account in the order of priority set forth in clauses (bi) through (xxii) below, satisfying in full, to the extent required and possible, each priority before making any Accrued distribution with respect to any succeeding priority. (i) to distributions of interest to the Holders of the Class A-1 Certificates, the Holders of the Class A-2 Certificates, the Holders of the Class A-3 Certificates and the Holders of the Class X Certificates, pro rata in accordance with the respective amounts of Distributable Certificate Interest thereon remaining undistributed from previous Distribution Dates and payable in respect of such Classes of Certificates described in this clause (c) i), in an amount equal to all Distributable Certificate Interest in respect of each such Class's Allocable Share Class of Certificates for such Distribution DateDate and, to the extent not previously paid, for all prior Distribution Dates; (ii) to distributions of principal, first to the Holders of the Class A-1 Certificates, second to the Holders of the Class A-2 Certificates and third to the Holders of the Class A-3 Certificates, in each case, in an amount (not to exceed the extent Class Principal Balance of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction such Class of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts outstanding immediately prior to such Distribution Date) equal to the entire remaining Principal Distribution Amount for such Distribution Date; (iii) to distributions to the Holders of the Class A-1 Certificates, the Holders of the Class A-2 Certificates and the Holders of the Class A-3 Certificates, pro rata in accordance with the respective amounts of previously allocated Realized Losses and Additional Trust Fund Expenses reimbursable in respect of such Classes of Certificates described in this clause (iii), in addition an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, that were previously allocated to any the Class Principal Prepayments related Balances of each such Class of Certificates and that remain unreimbursed immediately prior to such remaining Senior Certificates' respective Loan Group allocated Distribution Date; (iv) to such Group distributions of Senior Certificates, 100% interest to the Holders of the Principal Prepayments on any Mortgage Loan Class B Certificates in the Loan Group relating an amount equal to the fully repaid all Distributable Certificate Interest in respect of such Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (v) if the Class Principal Balances of the Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, to distributions of principal to the Holders of the Class B Certificates, in an amount (B) not to exceed the aggregate Scheduled Class Principal Balance of the Mortgage Loans delinquent 60 days or more Class B Certificates outstanding immediately prior to such Distribution Date) equal to the entire remaining Principal Distribution Amount for such Distribution Date; (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect vi) to which distributions to the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage Holders of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%Class B Certificates, then the additional allocation of Principal Prepayments in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, that were previously allocated to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans Class B Certificates and that remain unreimbursed immediately prior to such Distribution Date; (vii) to distributions of interest to the Holders of the Class C Certificates, in its related Loan Group an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (viii) if the Class Principal Balances of the Class A-1, Class A-2, Class A-3 and any Subordinate Class B Certificates are still have been reduced to zero, to distributions of principal to the Holders of the Class C Certificates, in an amount (not to exceed the Class Principal Balance of the Class C Certificates outstanding immediately prior to such Distribution Date) equal to the entire remaining Principal Distribution Amount for such Distribution Date; (ix) to distributions to the Holders of the Class C Certificates, in each case an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, that were previously allocated to the Class Principal Balance of the Class C Certificates and that remain unreimbursed immediately prior to such Distribution Date; (x) to distributions of interest to the Holders of the Class D Certificates, in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xi) if the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class B and Class C Certificates have been reduced to zero, to distributions of principal to the Holders of the Class D Certificates, in an amount (not to exceed the Class Principal Balance of the Class D Certificates outstanding immediately prior to such Distribution Date) equal to the entire remaining Principal Distribution Amount for such Distribution Date; (xii) to distributions to the Holders of the Class D Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, that were previously allocated to the Class Principal Balance of the Class D Certificates and that remain unreimbursed immediately prior to such Distribution Date; (xiii) to distributions of interest to the Holders of the Class E Certificates, in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xiv) if the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class B, Class C and Class D Certificates have been reduced to zero, to distributions of principal to the Holders of the Class E Certificates, in an amount (not to exceed the Class Principal Balance of the Class E Certificates outstanding immediately prior to such Distribution Date) equal to the entire remaining Principal Distribution Amount for such Distribution Date; (xv) to distributions to the Holders of the Class E Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, that were previously allocated to the Class Principal Balance of the Class E Certificates and that remain unreimbursed immediately prior to such Distribution Date; (xvi) to distributions of interest to the Holders of the Class F Certificates, in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xvii) if the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Certificates have been reduced to zero, to distributions of principal to the Holders of the Class F Certificates, in an amount (not to exceed the Class Principal Balance of the Class F Certificates outstanding immediately prior to such Distribution Date) equal to the entire remaining Principal Distribution Amount for such Distribution Date; (xviii) to distributions to the Holders of the Class F Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, that were previously allocated to the Class Principal Balance of the Class F Certificates and that remain unreimbursed immediately prior to such Distribution Date; (xix) to distributions of interest to the Holders of the Class G Certificates, in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates; (xx) if the Class Principal Balances of the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to zero, to distributions of principal to the Holders of the Class G Certificates, in an amount (not to exceed the Class Principal Balance of the Class G Certificates outstanding immediately prior to such Distribution Date) equal to the entire remaining Principal Distribution Amount for such Distribution Date; (xxi) to distributions to the Holders of the Class G Certificates, in an amount equal to, and in reimbursement of, all Realized Losses and Additional Trust Fund Expenses, if any, that were previously allocated to the Class Principal Balance of the Class G Certificates and that remain unreimbursed immediately prior to such Distribution Date; and (xxii) to distributions to the Holders of the Class R-II Certificates, in an amount equal to the balance, if any, of the Available Distribution Amount for such Distribution Date remaining after giving effect to the distributions to be made on such Distribution Date, Date pursuant to clauses (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and through (iixxi) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.above;

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002March 2007, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in March 2007, the Class R-I Deposit will be distributed to the Holders of the Class R-I Certificates, the Class R-II Deposit will be distributed to the Holders of the Class R-II Certificates and the Class R-III Deposit will be distributed to the Holders of the Class R-III Certificates. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: first, to the Class I-A A-1, Class I-A-2 and Class I-X-1 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, accrued interest on the Class I-A-1, Class I-A-2 and Class I-X-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A A-1, Class I-A-2 and Class I-X-1 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and third, to the Group 1 Senior Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amount thereof, the Group 1 I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 I Available Funds, until the Current Principal Amount Amounts of the Group 1 Senior Certificates has such Classes have been reduced to zero. (Bii) On on each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to the Group 2 II Senior Certificates as follows: first, to the Group 2 Senior Class II-A-1, Class II-A-2, Class II-X-1 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class II-A-1, Class II-A-2, Class II-X-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Class II-A-1, Class II-A-2, Class II-X-1 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 II Available Funds; and third, sequentially, in the following order, to the Class RII-I, Class R-II A-1 Certificates and Class II-A A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 2 II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 II Available Funds, until the Current Principal Amounts thereof of such Classes have been reduced to zero;. (Ciii) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining the Group 1 and Group 2 III Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in to the following orderGroup III Senior Certificates as follows: first, to the Class B-1III-A-1, Class B-2, Class B-3, Class B-4, Class B-5 III-A-2 and Class B-6 III-X-1 Certificates, in each case up to an amount equal to and in the following order: (a) on a pro rata basis, the Accrued Certificate Interest thereon on such Class for such Distribution Date. As described below, (b) accrued interest on the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each caseDates, to the extent of remaining Group III Available Funds. (D) On each Distribution Date prior ; and third, to the CrossClass III-Over DateA-1 Certificates and Class III-A-2 Certificates on a pro rata basis, but after the in reduction of the Current Principal Amount of thereof, the Group 1 or III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Senior Certificates to zeroIII Available Funds, until the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior of such Classes have been reduced to such zero. (iv) on each Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan the Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal IV Available Funds will be distributed to such Class or Classes of the Group IV Senior Certificates in reduction of the Current Principal Amounts thereofas follows: first, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan GroupClass IV-A-1 Certificates and Class IV-X-1 Certificates, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduceda pro rata basis, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designationssuch Class for such Distribution Date. As described below, commencing with accrued interest on the Class B-6 IV-A-1 Certificates and Class IV-X-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class IV-A-1 Certificates and Class IV-X-1 Certificates., on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002June 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: firstFIRST, to the Class I-A Group 1 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Class I-A Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdTHIRD, to the Class I-A Certificates in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates thereof has been reduced to zero.; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group Class 2 Senior Certificates as follows: firstFIRST, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; thirdTHIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in that order, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero;. (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the sum of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; providedPROVIDED, howeverHOWEVER, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.209.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%Date, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A) and (B) above on any Distribution Date, the remaining Group 1 or Group 2 Available Funds are less than the sum of the Group 1 or Group 2 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. On each Distribution Date, any Group 1 or Group 2 Available Funds remaining after payment of interest and principal as described above with respect to the Group 2 Certificates will be distributed to the Class R Certificates. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002November 2003, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: firstFIRST, to the Senior Certificates (other than the Class I-A PO Certificates), on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Senior Certificates (other than the Class PO Certificates) is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Senior Certificates (other than the Class I-A PO Certificates), on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdand THIRD, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date concurrently as follows: (I) to the extent of the remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed related to the Group 2 Senior Certificates as follows: firstSubgroup 1, to the Group 2 Senior CertificatesClass A-1, the Accrued Certificate Interest on such Class for such Distribution Date; secondA-2, to the Group 2 Senior CertificatesClass A-3, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesClass A-5, to the extent of remaining Group 2 Available Funds; thirdClass A-6, sequentiallyClass A-9, in the following order, to the Class R-I, Class R-II and Class R-III Certificates, as principal, the Subgroup 1 Principal Distribution Amount in the order set forth in Section 6.01(h) below; and (II-A ) to the extent of the remaining Available Funds related to Subgroup 2, to the Class A-7 Certificates, as principal, the Subgroup 2 Principal Distribution Amount, in reduction of the Current Principal Amounts thereofAmount, until the Current Principal Amount thereof has been reduced to zero. FOURTH, to the Class PO Certificates, the Group 2 Senior Optimal Class PO Certificate Principal Distribution Amount for such Distribution Date to the extent of the remaining Group 2 Available Funds, until the Current Principal Amounts Amount thereof have has been reduced to zero; FIFTH, to the Class PO Certificates, the Class PO Certificate Deferred Amount, provided, that (i) on any Distribution Date, distributions pursuant to this priority FIFTH shall not exceed the excess, if any, of (x) Available Funds remaining after giving effect to distributions pursuant to priority FIRST through FOURTH above over (y) the sum of the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Certificate Deferred Amount on or after the Cross-Over Date; and SIXTH, to the Insurer, the MBIA Reimbursement Amount; (Cii) Except as provided in (D) and (E) below, on On each Distribution Date on or prior to the Cross-Over Date, an amount equal to any the remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (Bi) above will be distributed sequentially, sequentially in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Classclass's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Available Funds. (Diii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (i) above on any Distribution Date, the remaining Available Funds related to Subgroup 1 is less than the sum of the Subgroup 1 and Class PO Principal Distribution Amount, or the remaining Available Funds related to Subgroup 2 is less than the Subgroup 2 Principal Distribution Amount, such amounts shall be reduced, and such remaining funds will be distributed to the related Senior Certificates (other than the Interest Only Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class PO Certificates in accordance with priority FIFTH of clause (i) above, and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph. The Class PO Certificate Cash Shortfall for the Class PO Certificates with respect to any Distribution Date will be added to the Class PO Certificate Deferred Amount. (b) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto and payment of amounts due and owing to the Insurer as described above, as described above, will be distributed to the Class R-III Certificates; provided, that if on any Distribution Date there are any Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto and payment of amounts due and owing to the Insurer, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, and to the Insurer, until all amounts due to all Classes of Senior Certificates and to the Insurer have been paid in full, before any amounts are distributed to the Class R-III Certificates. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the Cross-Over interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs. (g) Notwithstanding the priorities relating to distributions of principal among the Insured Certificates described above, on any Distribution Date, but after distributions in respect of principal on the Insured Certificates will be allocated among the Holders of the Insured Certificates as set forth in Section 6.10. On each Distribution Date on which amounts are available for distributions in reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Insured Certificates to zero(including, for purposes of this paragraph, the remaining Class or Classes portion of Senior Certificates any Insured Payment allocable to principal) the aggregate amount available for such distributions will be entitled to receive rounded upward by the Rounding Amount. Such rounding will be accomplished on the first Distribution Date on which distributions in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Insured Certificates does not exceed 100%are made by withdrawing from the Rounding Account the Rounding Amount for deposit into the Distribution Account, then the additional allocation of Principal Prepayments and such Rounding Amount will be added to the Senior Certificates amount that is available for distributions in accordance with this clause (D) will not be made. (E) If on any reduction of the Current Principal Amount of the Insured Certificates. On each succeeding Distribution Date on which distributions in reduction of the aggregate Current Principal Amount of any Class or Classes of Senior the Insured Certificates would be greater than are made, first, the aggregate Scheduled Principal Balance amount available for distribution in reduction of the Mortgage Loans Current Principal Amount of the Insured Certificates will be applied to repay the Rounding Amount withdrawn from the Rounding Account on the prior Distribution Date and then, the remainder of such allocable amount, if any, will be similarly rounded upward through another withdrawal from the Rounding Account and such determined Rounding Amount will be added to the amount that is available for distribution in its related Loan Group reduction of the Current Principal Amount of the Insured Certificates. Any funds remaining in the Rounding Account after the Current Principal Amount of the Insured Certificates is reduced to zero shall be distributed to the Class R-III Certificateholders. (h) On each Distribution Date before the Cross-Over Date, an amount, up to the amount of the Subgroup 1 Principal Distribution Amount for that Distribution Date, will be distributed as principal as follows: (1) sequentially to the Class R-I, Class R-II and any Subordinate Certificates are still outstanding Class R-III Certificates, in reduction of the Current Principal Amount thereof, in each case after giving effect until the Current Principal Amount thereof has been reduced to distributions to be made on such Distribution Date, zero; (i2) 100% of amounts otherwise allocable to the Subordinate Certificates Class A-9 Certificates, in respect reduction of principal will be distributed the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to such zero, in an amount equal to the Lockout Principal Amount; (3) up to an amount of $17,000, to the Class or Classes A-6 Certificates, commencing on the Distribution Date in January 2007, in reduction of Senior Certificates the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero: (4) to the Class A-1, Class A-2 and Class A-3 Certificates, concurrently on a pro rata basis, in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amounts thereof have been reduced to zero; (5) to the Class A-5 Certificates, in reduction of the Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal thereof, until the Current Principal Amount thereof has been reduced to zero; (6) to the aggregate Scheduled Principal Balance Class A-6 Certificates, in reduction of the Mortgage Loans in its related Loan GroupCurrent Principal Amount thereof, and until the Current Principal Amount thereof has been reduced to zero; and (ii7) the Accrued Certificate Interest otherwise allocable to the Subordinate Class A-9 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero. (i) On each Distribution Date after the Cross-Over Date, an amount, up to the amount of the Subgroup 1 Principal Distribution Amount for that Distribution Date, will be distributed to the Class A-1, Class A-2, Class A-3, Class A-5, Class A-6 and Class A-9 Certificates on such a pro rata basis, based on the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. (j) On each Distribution Date Date, an amount, up to the amount of the Subgroup 2 Principal Distribution Amount for that Distribution Date, will be reduceddistributed as principal, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on Class A-7 Certificates, in reduction of the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) Amount thereof, until the aggregate Scheduled Current Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 CertificatesAmount thereof has been reduced to zero.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 20022005, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account and, in the case of Loan Group I, Loan Group II and Loan Group III, the Pre-Funding Account to the extent of funds on deposit therein, for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: firstFIRST, to the Class I-A A-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1, Class R-I, Class R-II and Class R-III Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-A-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; THIRD, to the Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Amount for the Group I Senior Certificates for such distribution date, to the extent of remaining Group I Available Funds, until the Current Principal Amounts of each such class has been reduced to zero; and FOURTH, to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1, Class II-X-1 and Class II-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-X-1 and Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A-1, Class II-X-1 and Class II-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1 Certificates and Class II-A-2 Certificates, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class IIII-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 III Available Funds; thirdand THIRD, to the Group 1 Senior Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 1 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 III Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (Biv) On on each Distribution Date prior to the Cross-Over Date, the Group 2 IV Available Funds will be distributed to the Group 2 IV Senior Certificates as follows: firstFIRST, to the Group 2 Senior Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 IV Available Funds; third, sequentially, in the following orderand THIRD, to the Class RIV-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 IV Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Cv) Except as provided in clauses (Dvi) and (Evii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 I, Group II, Group III and Group 2 IV Available Funds after the distributions in clauses (Ai), (ii), (iii) and (Biv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 B-5, Class B-6, Class B-7 and Class B-6 B-8 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III, Group IV Available Funds. (Dvi) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1 or Group 2 Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Class of Senior CertificatesCertificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dvi) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Evii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates (other than the Interest Only Certificates) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 B-8 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group I, Group II, Group III and Group IV Senior Optimal Principal Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on On each Distribution Date, commencing the Securities Administrator shall withdraw the Interest Remittance Amount from funds then on deposit in January 2002the Distribution Account for such Distribution Date and make the following distributions in the order of priority set forth below: (i) concurrently, in an aggregate amount equal to the sum Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ii) to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (iii) to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (iv) to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (v) to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vi) to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (vii) to the Class B-4-IO Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) for application as part of the Available Funds Monthly Excess Cashflow for such Distribution Date, as provided in Section 5.06(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (vii) above for such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event is in effect, the Securities Administrator shall withdraw the Principal Payment Amount from funds then on deposit in the Distribution Account for such Distribution Date and distribute the Principal Payment Amount for such date in the following order of priority: (i) concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata based on their respective Certificate Principal Balances, until the Certificate Principal Balance of each such Class has been reduced to zero; provided, however, that the pro rata allocation to the Class A-2 Certificates pursuant to this clause shall be distributed first, to the Class A-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero, and second, to the Class A-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ii) to the Class M-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (iv) to the Class B-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (v) to the Class B-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (vi) to the Class B-3 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (vii) to the Class B-4-PO Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (viii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 5.06(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vii) above, for such Distribution Date. (c) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event is not in effect, the Principal Payment Amount shall be withdrawn by the Securities Administrator from funds then on deposit in the Distribution Account for such Distribution Date and distribute the Principal Payment Amount for such date in the following order of priority: (i) concurrently, to the Class A-1, Class A-2 and Class A-3 Certificates, the Class A Principal Payment Amount, pro rata based on their respective Certificate Principal Balances, until the Certificate Principal Balance of each such Class has been reduced to zero; provided, however, that the pro rata allocation to the Class A-2 Certificates pursuant to this clause shall be distributed first, to the Class A-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero, and second, to the Class A-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ii) to the Class M-1 Certificates, the Class M-1 Principal Payment Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, the Class M-2 Principal Payment Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; (iv) to the Class B-1 Certificates, the Class B-1 Principal Payment Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; (v) to the Class B-2 Certificates, the Class B-2 Principal Payment Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; (vi) to the Class B-3 Certificates, the Class B-3 Principal Payment Amount for such Distribution Date until the Certificate Principal Balance of such Class has been reduced to zero; (vii) to the Class B-4-PO Certificates, the Class B-4-PO Principal Payment Amount for such Distribution Date until the Certificate Principal Balance of such Class has been reduced to zero; and (viii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 5.06(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vii) above, for such Distribution Date. (d) On each Distribution Date, the Available Funds Monthly Excess Cashflow shall be distributed as followsapplied by the Securities Administrator, after covering losses in respect of the related Distribution Date for such date in the following order of priority: (A) On until the aggregate Certificate Principal Balance of the Certificates equals the Aggregate Loan Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Cross-Over Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the extent of Monthly Excess Interest for such Distribution Date, to the Group 1 Available Funds will be distributed Certificates, in the following order of priority among priority: (1) concurrently, to the Group 1 Senior Class A-1, Class A-2 and Class A-3 Certificates: , pro rata based on their respective Certificate Principal Balances, until the Certificate Principal Balance of each such Class has been reduced to zero; provided, however, that the pro rata allocation to the Class A-2 Certificates pursuant to this clause shall be distributed first, to the Class I-A A-1 Certificates, until the Accrued Certificate Interest on Principal Balance of such Class for such Distribution Date; has been reduced to zero, and second, to the Class I-A A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Class Principal Amount Balance of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have has been reduced to zero; (C2) Except as provided in to the Class M-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (D3) and to the Class M-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (E4) belowto the Class B-1 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (5) to the Class B-2 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (6) to the Class B-3 Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; and (7) to the Class B-4-PO Certificates, until the Certificate Principal Balance of such Class has been reduced to zero; (B) on each Distribution Date prior on or after the Stepdown Date and with respect to which a Trigger Event is not in effect, to fund any principal distributions required to be made on such Distribution Date pursuant to Section 5.06(c), after giving effect to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after distribution of the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share Principal Payment Amount for such Distribution Date, in each case, accordance with the priorities set forth therein; (ii) to the extent Class M-1 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (iii) to the Class M-2 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (iv) to the Class B-1 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (v) to the Class B-2 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (vi) to the Class B-3 Certificates, any Deferred Amount for such Class, with interest thereon at the applicable Pass-Through Rate; (vii) to the Class B-4-PO Certificates, any Deferred Amount for such Class with interest thereon at the applicable Pass-Through Rate; (viii) to the Basis Risk Reserve Fund, the aggregate amount of any Basis Risk Shortfalls for such Distribution Date, which amounts shall be withdrawn by the Securities Administrator from the Basis Risk Reserve Fund, from funds then on deposit therein, and applied in the following order of priority: (1) to the Class A-1, Class A-2 and Class A-3 Certificates, pro rata based on amounts due, any applicable Basis Risk Shortfall for each such Class; (2) to the Class M-1 Certificates, any applicable Basis Risk Shortfall for such Class; (3) to the Class M-2 Certificates, any applicable Basis Risk Shortfall for such Class; (4) to the Class B-1 Certificates, any applicable Basis Risk Shortfall for such Class; (5) to the Class B-2 Certificates, any applicable Basis Risk Shortfall for such Class; (6) to the Class B-3 Certificates, any applicable Basis Risk Shortfall for such Class; (7) to the Class B-4-IO Certificates, any applicable Basis Risk Shortfall for such Class; (ix) to the Class X-1 Certificates, the Class X-1 Distributable Amount for such Distribution Date; and (x) to the Class R Certificate, any remaining Available Fundsamount. Distributions pursuant to Section 5.06(d)(ii)-(vii) on any Distribution Date will be made after giving effect to withdrawals from the Interest Rate Cap Account from amounts paid under the Mortgage Loan Interest Rate Cap Agreement on such Distribution Date. Distributions pursuant to Section 5.06(d)(viii)(1), with respect to the Class A-2 Certificates only, and Section 5.06(d)(viii)(5), with respect to the Class B-2 Certificates only, on any Distribution Date will be made after giving effect to withdrawals from the Interest Rate Cap Account from amounts paid under the Class A-2 Interest Rate Cap Agreement and Class B-2 Interest Rate Cap Agreement, respectively. (De) On each Distribution Date prior Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and deposited in the Distribution Account will be withdrawn from the Distribution Account and distributed by the Securities Administrator in accordance with the reports delivered by the Servicer to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates Master Servicer pursuant to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating Section 4.03 hereof to the fully repaid Class P Certificates and shall not be available for distribution to the holders of any other Class of Senior Certificates; provided, however, that if (A) . The payment of such Prepayment Charges shall not reduce the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Certificate Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be madeClass P Certificates. (Ef) If Subject to Section 10.02 hereof respecting the final distribution on any a Class of LIBOR or Fixed Rate Certificates, on each Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to Securities Administrator shall make distributions to be made each Holder of a LIBOR or Fixed Rate Certificate of record on the preceding Record Date either by wire transfer in immediately available funds to the account of such Distribution Dateholder at a bank or other entity having appropriate facilities therefor, if (i) 100% of amounts otherwise allocable such Holder has so notified the Securities Administrator at least 5 Business Days prior to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, Record Date and (ii) the Accrued Certificate such Holder shall hold Regular Certificates with aggregate principal denominations of not less than $1,000,000 or evidencing a Percentage Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed aggregating 10% or more with respect to such Class or Classes of Senior Certificates in an amount equal or, if not, by check mailed by first class mail to such Certificateholder at the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance address of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans holder appearing in the related Loan GroupCertificate Register. Any such reduction Notwithstanding the foregoing, but subject to Section 10.02 hereof respecting the final distribution, distributions with respect to LIBOR or Fixed Rate Certificates registered in the Accrued Certificate Interest on the Subordinate Certificates will name of a Depository shall be allocated made to such Depository in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificatesimmediately available funds.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002August 2004, in an aggregate amount equal to the sum of the related Available Funds for such Distribution Date. On the first Distribution Date, an amount equal to the Deposit Amount will be distributed to the Class R-I, Class R-II and Class R-III Certificates, pro rata, in reduction of their respective Current Principal Amounts, until their respective Current Principal Amounts have been reduced to zero. On the first Distribution Date, the Paying Agent will, prior to the distribution of Group I Available Funds to any Group I Certificate, distribute the First Distribution Date Distribution Amount to the Class I-X Certificates, pro rata, as follows: (i) from Group I Available Funds, an amount equal to the product of (x) the First Distribution Date Distribution Amount and (y) the Component 1X Distribution Percentage; and (ii) from Group I Available Funds, an amount equal to the product of (x) the First Distribution Date Distribution Amount and (y) the Component 2X Distribution Percentage. (iA) On each Distribution Date, the Group I Available Funds shall (or on the first Distribution Date, the Group I Available Funds remaining following the distribution of the First Distribution Date Distribution Amount to the Class I-X Certificates) will be distributed to the Group I Senior Certificates and the Class I-X Certificates as follows: first, concurrently, as follows: (A1) On each Distribution Date prior pro rata, to the Cross-Over Date, the extent of Group 1 I Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: firstallocable to Loan Subgroup I-1, to the Class I-A A-1 Certificates and Component 1X of the Class I-X Certificates, the Accrued Certificate Interest on each such Class or Component for such Distribution Date, and to Component 2X of the Class I-X Certificates, the Subgroup I-1 Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; and (2) pro rata, to the extent of Group I Available Funds allocable to Loan Subgroup I-2, to the Class I-A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, and to Component 2X of the Class I-X Certificates, the Subgroup I-2 Allocation Fraction of Accrued Certificate Interest on such Component for such Distribution Date; secondprovided, however, that the amount of Accrued Certificate Interest paid to the Class I-A X Certificates in respect of Component 1X will be reduced by the aggregate amount of any Carryover Shortfall Amounts on the Class I-A-1 Certificates, any and that the amount of Accrued Certificate Interest thereon remaining undistributed from previous Distribution Datespaid to the Class second, to the extent of remaining Group 1 I Available Funds; thirdFunds allocable to such Class or Component of such Certificates, to the Group 1 I Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount Certificates and Component 1X and Component 2X of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the CrossClass I-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior X Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, thereon pursuant to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon clause first remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Dateother than, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage Component 1X and Component 2X of the sum of Class I-X Certificates, any amounts pursuant to clause first deposited into the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.Carryover Shortfall Reserve Fund); and

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002November 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among the Group 1 Senior CertificatesCertificates as follows: firstFIRST, to the Senior Certificates (other than the Class I-A PO Certificates), on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Senior Certificates (other than the Class PO Certificates) is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Senior Certificates (other than the Class I-A PO Certificates), on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdand THIRD, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date concurrently as follows: (I) to the extent of the remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed related to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following orderSubgroup 1, to the Class R-I, Class R-II A-1 Certificates and Class II-A R Certificates, as principal, the Subgroup 1 Principal Distribution Amount, in the order described in clause (g) below, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (CII) Except to the extent of the remaining Available Funds related to Subgroup 2, to the Class A-2 Certificates, as provided principal, the Subgroup 2 Principal Distribution Amount as described in clause (D) and (Eh) below, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and (III) to the extent of the remaining Available Funds related to Subgroup 3, to the Class A-3, Class A-4 and Class A-6 Certificates, as principal, the Subgroup 3 Principal Distribution Amount in the order described in clause (i) below, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero. FOURTH, to the Class PO Certificates, the Class PO Certificate Principal Distribution Amount for such Distribution Date to the extent of the remaining Available Funds, until the Current Principal Amount thereof has been reduced to zero; FIFTH, to the Class PO Certificates, the Class PO Certificate Deferred Amount, provided, that (i) on any Distribution Date, distributions pursuant to this priority FIFTH shall not exceed the excess, if any, of (x) Available Funds remaining after giving effect to distributions pursuant to priority FIRST through FOURTH above over (y) the sum of the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Certificate Deferred Amount on or after the Cross-Over Date; and (ii) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to any the remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (Bi) above will be distributed sequentially, sequentially in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Classclass's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Available Funds. (Diii) If, after distributions have been made pursuant to priorities FIRST and SECOND of clause (i) above on any Distribution Date, the remaining Available Funds related to Subgroup 1 is less than the sum of the Subgroup 1 and Class PO Principal Distribution Amount, or the remaining Available Funds related to Subgroup 2 is less than the Subgroup 2 Principal Distribution Amount, or the remaining Available Funds related to Subgroup 3 is less than the Subgroup 3 Principal Distribution Amount, such amounts shall be reduced, and such remaining funds will be distributed to the related Senior Certificates (other than the Interest Only Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class PO Certificates in accordance with priority FIFTH of clause (i) above, and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph. The Class PO Certificate Cash Shortfall for the Class PO Certificates with respect to any Distribution Date will be added to the Class PO Certificate Deferred Amount. (b) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, will be distributed to the Class R Certificates; provided, that if on any Distribution Date there are any Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R Certificates. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the Cross-Over interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs. (g) On each Distribution Date, but after an amount, up to the amount of the Subgroup 1 Principal Distribution Amount for that Distribution Date, will be distributed as principal as follows: (1) to the Class R Certificates, in reduction of the Current Principal Amount of thereof, in each case until the Group 1 or Group 2 Senior Certificates Current Principal Amount thereof has been reduced to zero; (2) to the Class A-1 Certificates, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their the Current Principal AmountsAmount thereof, pro rata based upon their until the Current Principal Amounts immediately prior Amount thereof has been reduced to such zero. (h) On each Distribution Date, in addition an amount, up to any the amount of the Subgroup 2 Principal Prepayments related Distribution Amount for that Distribution Date, will be distributed as principal, to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior the Class A-2 Certificates, 100% in reduction of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of thereof, until the Subordinate Certificates does not exceed 100%, then the additional allocation of Current Principal Prepayments Amount thereof has been reduced to the Senior Certificates in accordance with this clause (D) will not be madezero. (Ei) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in On each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable an amount, up to the Subordinate Certificates in respect amount of principal the Subgroup 3 Principal Distribution Amount for that Distribution Date, will be distributed to such the Class or Classes of Senior Certificates A-3, Class A-4 and Class A-6 Certificates, pro rata in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal Amounts thereof have been reduced to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificateszero.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002November 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has Amounts thereof have been reduced to zero.; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Group 2 Senior Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of the Group 2 Senior Certificates has been reduced to zero;. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Group 3 Senior Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: first, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; third, to the Group 4 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Group 4 Senior Certificates has been reduced to zero. (E) Except as provided in (DF) and (EG) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2, Group 3 and Group 2 4 Available Funds after the distributions in (A), (B), (C) and (BD) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (DF) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 1, Group 2, Group 3 or Group 2 4 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.209.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DI) will not be made. (EG) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i)(A), (B), (C) and (D) above on any Distribution Date, the remaining Group 1, Group 2, Group 3 or Group 4 Available Funds are less than the sum of the Group 1, Group 2, Group 3 or Group 4 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3 or Group 4 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002July 2005, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: firstFIRST, to the Class I-A A-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1, Class R-I, Class R-II and Class R-III Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class I-A-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; THIRD, to the Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amounts of each such Class has been reduced to zero; and FOURTH, to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X-1 Certificates, on a pro rata basis, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-X-1 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, sequentially, in that order, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class IIII-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 III Available Funds; thirdand THIRD, to the Group 1 Senior Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 1 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 III Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (Biv) On on each Distribution Date prior to the Cross-Over Date, the Group 2 IV Available Funds will be distributed to the Group 2 IV Senior Certificates as follows: firstFIRST, to the Group 2 Senior Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 IV Available Funds; third, sequentially, in the following orderand THIRD, to the Class RIV-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 IV Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Cv) Except as provided in clauses (Dvi) and (Evii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 I, Group II, Group III and Group 2 IV Available Funds after the distributions in clauses (Ai), (ii), (iii) and (Biv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 B-5, Class B-6, Class B-7, Class B-8, Class B-9, Class B-10, Class B-11 and Class B-6 B-12 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III and Group IV Available Funds. (Dvi) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1 or Group 2 Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Class of Senior CertificatesCertificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dvi) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Evii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class the Group I, Group II, Group III or Classes of Group IV Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class the Group I, Group II, Group III or Classes of Group IV Senior Certificates (other than the Interest Only Certificates) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 B-12 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group I, Group II, Group III and Group IV Senior Optimal Principal Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002April 2001, in an aggregate amount equal to the sum of the Available Funds and the Class R-X Float Amount for such Distribution Date. (i) On each Distribution Date, the Class R-X Float Amount shall be distributed to the holders of the Class R-X Certificates. (ii) On each Distribution Date, the Group I Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Group I Cross-Over Date, the Group 1 I-1 Available Funds will be distributed in the following order of priority among the Group 1 I-1 Senior Certificates: firstFIRST, to the Group I-1 Senior Certificates, on a PRO RATA basis, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Group I-1 Senior Certificates, on a PRO RATA basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I-1 Available Funds; THIRD, to the Group I-1 Certificates in reduction of the Current Principal Amounts thereof, the Group I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I-1 Available Funds, will be distributed to the Class R-I, Class R-II and Class I-A-1 Certificates, in that order, in reduction of the Current Principal Amounts thereof, until the Current Principal Amounts thereof have been reduced to zero; (B) On each Distribution Date prior to the Group I Cross-Over Date, the Group I-2 Available Funds will be distributed to the Class I-A-2 Senior Certificates as follows: FIRST, to the Class I-A A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Class I-A A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-2 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

Distributions on the Certificates. (a) a)On each Distribution Date, an amount equal to the Interest Funds and Principal Funds for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit therein and distributed as directed in accordance with distribution instructions provided to it by the Securities Administrator for such Distribution Date, in the following order of priority: First, Interest Funds will be distributed, in the following manner and order of priority: 1. From Interest Funds, to the Class A-1 Certificates based on the amount of interest owed to such Class pursuant to this clause 1, the Current Interest and then any Interest Carry Forward Amount, in each case, for such Class for such Distribution Date; 2. From remaining Interest Funds, to the Class M-1, the Class M-2, the Class B-1, the Class B-2 and the Class B-3 Certificates, sequentially, in that order, the Current Interest for each such Class; 3. Any Excess Spread, to the extent necessary to cause the Overcollateralization Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal Distribution Amount and will be included as part of the Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. Any remaining Excess Spread will be the Remaining Excess Spread and will be applied, together with the Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through Thirteenth below. On any Distribution Date, any shortfalls resulting from the application of the Relief Act and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be allocated as set forth in the definition of Current Interest herein. Second, to pay as principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002entitled to payments of principal, in an aggregate amount equal to the sum following order of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as followspriority: (A) On For each Distribution Date (i) prior to the Cross-Over Stepdown Date or (ii) on which a Trigger Event is in effect, from the Principal Funds and the Extra Principal Distribution Amount for such Distribution Date: 1. To the Class A-1 Certificates, an amount equal to the Principal Distribution Amount, until the Certificate Principal Balance of such Class is reduced to zero; 2. To the Class M-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 5. To the Class B-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and 6. To the Class B-3 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and (B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event is not in effect, from the Group 1 Available Principal Funds will be distributed in and the following order of priority among Extra Principal Distribution Amount for such Distribution Date: 1. To the Group 1 Senior Class A-1 Certificates: first, an amount equal to the Class I-A Principal Distribution Amount, until the Certificate Principal Balance of such Class is reduced to zero; 2. To the Class M-1 Certificates, from any remaining Principal Distribution Amount, the Accrued Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, from any remaining Principal Distribution Amount, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, from any remaining Principal Distribution Amount, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 5. To the Class B-2 Certificates, from any remaining Principal Distribution Amount, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and 6. To the Class B-3 Certificates, from any remaining Principal Distribution Amount, the Class B-3 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; Third, from any remaining Excess Cashflow, the following amounts to the Class A-1 Certificates, an amount equal to: (a) any Interest on Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; secondFourth, from any remaining Excess Cashflow, the following amounts to the Class I-A M-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount in each case for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondFifth, from any remaining Excess Cashflow, the following amounts to the Class M-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow, the following amounts to the Class B-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow, the following amounts to the Class B-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow, the following amounts to the Class B-3 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow, to the Group 2 Senior each Class of Class A-1 Certificates, any Accrued Certificate Interest thereon Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount for such Class for such Distribution Date (remaining undistributed unpaid after payments are made under the related Cap Contracts) owed to such Class for such Distribution Date; Tenth, from previous Distribution Dates, to the extent of any remaining Group 2 Available Funds; third, sequentially, in the following orderExcess Cashflow, to the Class R-IM-1, Class R-II M-2, Class B-1, Class B-2 and Class II-A B-3 Certificates, in reduction of that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount (remaining unpaid after payments are made under the Current Principal Amounts thereofCap Contracts), in each case owed to such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Group 2 Senior Optimal Principal Class B-IO Distribution Amount for such Distribution Date to the extent of remaining Group 2 Available FundsDate; Twelfth, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to from any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following orderExcess Cashflow, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 B-IO Certificates, any unreimbursed Class B-IO Advances; and Thirteenth, any remaining amounts to the Residual Certificates. All payments of amounts in each case up respect of Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount made pursuant to an amount equal to and in the following order: provisions of this paragraph (a) the Accrued Certificate Interest thereon shall, for such Distribution Datefederal income tax purposes, (b) any Accrued Certificate Interest thereon remaining undistributed be deemed to have been distributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, REMIC II to the extent holder of remaining Available Funds. (D) On each Distribution Date prior the Class B-IO Certificates and then paid outside of any 2005-1 REMIC to the Cross-Over Date, but after recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the reduction holders of the Current Principal Amount Certificates agree so to treat such payments for purposes of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of filing their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be madeincome tax returns. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, amounts held in the Available Funds Distribution Account shall be distributed as follows: withdrawn (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 the Available Funds; third, to the Group 1 Senior CertificatesDistribution Amount, the Group 1 Optimal Principal Amount for "REMIC I Distribution Amount") in the case of all Classes of REMIC I Regular Interests and distributed on the REMIC I Regular Interests as set forth in Section 4.01(a)(ii) herein. Thereafter, such amounts shall be considered to be held in the REMIC II Distribution Date Account and distributed on the REMIC II Uncertificated Regular Interests as set forth in Section 4.01(a)(ii) and on the Unaffected Certificates as set forth in Section 4.01(b) (to the extent of remaining Group 1 the Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over DateAmount, the Group 2 Available Funds will "REMIC II Distribution Amount"). Such amounts distributed on the Class MA-1 and Class MA-2 Uncertificated Interests shall be considered to be held in the REMIC IIU Distribution Account until distributed to the Group 2 Senior Trustee for the benefit of the Class UA-1 and UA-2 Uncertificated Interests as set forth in Section 4.01(a)(ii) and to the Holders of the Class R-IIU Certificates as follows: first, set forth in Section 4.01(a)(v) (to the Group 2 Senior Certificatesextent such portion of the Available Distribution Amount, the Accrued Certificate "REMIC IIU Distribution Amount"). Such amounts distributed on the Class UA-1 and Class UA-2 Interests, together with the amounts distributed on the Class MB, Class MC, Class MD, Class ME, Class MF and Class MG Uncertificated Interests and on the Class MX Uncertificated Interest on such Class for such shall be considered to be held in the REMIC III Distribution Date; second, Account until distributed to the Group 2 Senior CertificatesHolders of the Class A-1, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution DatesClass A-2, Class B, Class C, Class D, Class E, Class F, Class G and Class X Certificates and the Class R-III Certificates as set forth in Section 4.01(b) (to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction such portion of the Current Principal Amounts thereofAvailable Distribution Amount, the Group 2 Senior Optimal Principal Amount for such "REMIC III Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available FundsAmount"). (Dii) On The allocation and reimbursement of Realized Losses and Additional Trust Fund Expenses and timing and amount of principal and interest distributions (1) on each Distribution Date prior REMIC I Regular Interest will be identical to such principal and interest amounts, allocations, reimbursements and timing and amount of distributions on the Cross-Over Date, but after Corresponding REMIC II Uncertificated Regular Interests (in the reduction case of the Current Principal Amount Class XX-0, Xxxxx XX-0, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Uncertificated Interests) or the Corresponding Certificates (in the case of the Group 1 or Group 2 Senior Certificates to zeroClass LH, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of LJ, Class LK, Class LL, Class LM, Class LN, Class LO and Class LP Uncertificated Interest taken together with their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% Components of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the TrustMX Uncertificated Interest), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002September 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: firstFIRST, to the Class I-A Group 1 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Class I-A Group 1 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdTHIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has Amounts thereof have been reduced to zero.; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: firstFIRST, to the Group 2 Senior Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Group 2 Senior Class II-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following orderTHIRD, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of the Group 2 Senior Certificates has been reduced to zero;. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class III-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Class III-A Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Class IV-A Certificates as follows: FIRST, to the Class IV-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class IV-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; THIRD, to the Class IV-A Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Class IV-A Certificates has been reduced to zero. (E) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed to the Class V-A Certificates as follows: FIRST, to the Class V-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class V-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; THIRD, to the Class V-A Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of the Class V-A Certificates has been reduced to zero. (F) Except as provided in (DG) and (EH) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2, Group 3, Group 4 and Group 2 5 Available Funds after the distributions in (A), (B), (C), (D) and (BE) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (DG) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 1, Group 2, Group 3, Group 4 or Group 2 5 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; providedPROVIDED, howeverHOWEVER, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.204.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%Date, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DG) will not be made. (EH) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.aggregate

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002June 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: firstFIRST, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdTHIRD, sequentially, in the following order, to the Class R-II, Class R-III and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has Amounts thereof have been reduced to zero.; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: firstFIRST, to the Group 2 Senior Certificates, on a PRO RATA basis, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Group 2 Senior Certificates, on a PRO RATA basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; thirdTHIRD, sequentially, in the following order, to the Class R-I, Class RII-II A-1, Class II-A-2, Class II-A-3 and Class II-A A-4 Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of the Group 2 Senior Certificates has been reduced to zero;. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Class III-A Certificates as follows: FIRST, to the Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class III-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; THIRD, to the Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Class III-A Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Class IV-A Certificates as follows: FIRST, to the Class IV-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class IV-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; THIRD, to the Class IV-A Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Class IV-A Certificates has been reduced to zero. (E) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed to the Class V-A Certificates as follows: FIRST, to the Class V-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class V-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; THIRD, to the Class V-A Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of the Class V-A Certificates has been reduced to zero. (F) On each Distribution Date prior to the Cross-Over Date, the Group 6 Available Funds will be distributed to the Class VI-A Certificates as follows: FIRST, to the Class VI-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; SECOND, to the Class VI-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; THIRD, to the Class VI-A Certificates, in reduction of the Current Principal Amount thereof, the Group 6 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount of the Class VI-A Certificates has been reduced to zero. (G) Except as provided in (DH) and (EI) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2, Group 3, Group 4, Group 5 and Group 2 6 Available Funds after the distributions in (A), (B), (C), (D), (E) and (BF) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (DH) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 1, Group 2, Group 3, Group 4, Group 5 or Group 2 6 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; providedPROVIDED, howeverHOWEVER, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.204.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%Date, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DH) will not be made. (EI) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3, Group 4, Group 5 or Group 6 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, PRO RATA, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (e) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (f) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class R Certificates) of each Certificate Group will be distributed monthly on each Distribution Date, commencing in January 2002August 2004, in an aggregate amount equal to the sum of the Available Funds for the related Loan Group on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in August 2004, the Class R Deposit will be distributed to the Holder of the Class R Certificates in reduction of the Current Principal Amount thereof. On each Distribution Date, the Available Funds for each Loan Group on deposit in the Distribution Account shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds for Loan Group I will be distributed in the following order of priority among to the Group 1 Senior CertificatesI Certificates as follows: first, to the Class I-A A-1 Certificates and Class I-A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; second, to the Class I-A-1 Certificates and Class I-A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group I; and third, to the Class I-A-1 Certificates and Class I-A-2 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Group I Certificates for such Distribution Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group I, until the Current Principal Amount of each such Class has been reduced to zero. (B) on each Distribution Date, the Available Funds for Loan Group II will be distributed to the Group II Certificates as follows: first, to the Class II-A-1 Certificates and Class II-A-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; second, to the Class II-A-1 Certificates and Class II-A-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group II; and third, to the Class II-A-1 Certificates and Class II-A-2 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Group II Certificates for such Distribution Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group II, until the Current Principal Amount of each such Class has been reduced to zero. (C) on each Distribution Date, the Available Funds for Loan Group III will be distributed to the Group III Certificates as follows: first, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class IIII-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 1 Available FundsIII; and third, to the Group 1 Senior Class III-A-1 Certificates, in reduction of the Group 1 Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Class III-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 1 Available FundsIII, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (BD) On on each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds for Loan Group IV will be distributed to the Group 2 Senior IV Certificates as follows: first, to the Group 2 Senior Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 2 Available FundsIV; and third, sequentially, in the following order, to the Class RIV-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 Senior Optimal Principal Amount with respect to the Class IV-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 2 Available FundsIV, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (CE) on each Distribution Date, the Available Funds for Loan Group V will be distributed to the Group V Certificates as follows: first, to the Class V-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class V-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group V; and third, to the Class V-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Class V-A-1 Certificates for such Distribution Date, to the extent of remaining Available Funds for Loan Group V, until the Current Principal Amount of such Class has been reduced to zero. (F) on each Distribution Date, the Available Funds for Loan Group VI will be distributed to the Group VI Certificates as follows: first, to the Class VI-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class VI-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group VI; and third, to the Class VI-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Class VI-A-1 Certificates for such Distribution Date, to the extent of remaining Available Funds for Loan Group VI, until the Current Principal Amount of such Class has been reduced to zero. (G) on each Distribution Date, the Available Funds for Loan Group VII will be distributed to the Group VII Certificates as follows: first, to the Class VII-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class VII-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group VII; and third, to the Class VII-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Class VII-A-1 Certificates for such Distribution Date, to the extent of remaining Available Funds for Loan Group VII, until the Current Principal Amount of such Class has been reduced to zero. (H) Except as provided in clauses (DI) and (EJ) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 and Group 2 Available Funds for all Loan Groups after the distributions in clauses (A) and through (BG) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available FundsFunds for all Loan Groups. (DI) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the aggregate Current Principal Amount of all of the classes of any of the Group 1 I, Group II, Group III, Group IV, Group V, Group VI or Group 2 Senior VII Certificates to zero, the remaining Class or Classes of Senior Certificates Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their aggregate Current Principal Amounts Amount of the Senior Certificates in each Certificate Group immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group or Loan Groups relating to any fully paid Certificate Group. Such amounts allocated to Senior Certificates shall be treated as part of the fully repaid Class Available Funds for the related Loan Group and distributed as part of the related Senior Certificates; providedOptimal Distribution Amount in accordance with priority third in clauses (A) through (G) above, howeveras applicable, that in reduction of the Current Principal Amounts thereof. Notwithstanding the foregoing, if (Ai) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (Bii) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DI) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully paid Certificate Group or Certificate Groups will be allocated to the Subordinate Certificates. (EJ) If For any Undercollateralized Certificate Group on any Distribution Date on which prior to the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Cross-Over Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of the Senior Certificates of such Undercollateralized Certificate Group on a pro rata basis in accordance with their respective Current Principal Amounts in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, Group and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, reduced and distributed to such Class or Classes Senior Certificates, to the extent of any amount due and unpaid on such Senior Certificates Certificates, in an amount equal to one month's interest at a rate equal to the Accrued Certificate Interest related Pass-Through Rate for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan GroupUndercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Class B Certificates numerical designations, commencing with the Class B-6 Certificates. If there exists more than one Undercollateralized Certificate Group on a Distribution Date, amounts distributable to such Undercollateralized Certificate Groups pursuant to this clause will be allocated between such Undercollateralized Certificate Groups, pro rata, based upon their respective Undercollateralized Amounts. (K) If, after distributions have been made pursuant to priorities first and second of clauses (A) through (G) above on any Distribution Date, the remaining Available Funds for any Loan Group is less than the Senior Optimal Principal Amount for that Loan Group, the Senior Optimal Principal Amount for such Loan Group shall be reduced by that amount, and the remaining Available Funds for such Loan Group will be distributed as principal among the related Classes of Senior Certificates on a pro rata basis in accordance with their respective Current Principal Amounts. (L) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, will be distributed to the Class R Certificates; provided that if on any Distribution Date there are any Available Funds for any Loan Group remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any Available Funds are distributed in accordance with this clause to the Class R Certificates. (b) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (c) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated to the holders of the Class of Senior Certificates in such Certificate Group on a pro rata basis in accordance with the amount of Accrued Certificate Interest for that Distribution Date absent such shortfalls. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (d) The expenses and fees of the Trust shall be paid by each of the 2004-9 REMICs, to the extent that such expenses relate to the assets of each of such respective 2004-9 REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the 2004-9 REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002November 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in November 2004, the Class R-I Deposit will be distributed to the Holder of the Class R-I Certificate. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (i) With respect to the Group I Certificates: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I-1 Available Funds will be distributed in the following order of priority among to the Group 1 I-1 Senior CertificatesCertificates as follows: first, to the Class I-1-A-1, Class I-1-X-1, Class R-I, Class R-A II and Class R-III Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-1-A-1, Class I-1-X-1, Class R-I, Class R-II and Class R-III Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-1-A-1, Class I-1-X-1, Class R-I, Class R-A II and Class R-III Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I-1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class IIR-A III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 2 I-1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 I-1 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of until the Current Principal Amount of the Group 1 or Group 2 Senior Certificates each such class is reduced to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.and

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January October 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) . On each Distribution Date, the Available Funds shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among Group 1 Senior Certificates as follows: FIRST, to the Group 1 Senior Certificates: first, to the Class I-A Certificateson a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class I-A Group 1 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdand THIRD, sequentially, in the following order, to the Class R-I, Class R-II, Class R-III and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount Amounts of the Group 1 Senior Certificates has such Classes have been reduced to zero.; (B) On on each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: firstFIRST, to the Group 2 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following orderand THIRD, to the Class RII-I, Class R-II A-1 Certificates and Class II-A A-2 Certificates, pro rata, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof of such Classes have been reduced to zero; (C) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Group 3 Senior Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and THIRD, to the Group 3 Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero; (D) Except as provided in (DE) and (EF) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2 and Group 2 3 Available Funds after the distributions in (A), (B) and (BC) above will be distributed sequentiallySequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (DE) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or 1, Group 2 and Group 3 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.206.50% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DE) will not be made. (EF) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A), (B) or (C) above on any Distribution Date, the remaining Group 1, Group 2 and Group 3 Available Funds are less than the sum of the Group 1, Group 2 and Group 3 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2 and Group 3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has Amounts thereof have been reduced to zero.; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Group 2 Senior Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of the Group 2 Senior Certificates has been reduced to zero;. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Group 3 Senior Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: first, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; third, to the Group 4 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Group 4 Senior Certificates has been reduced to zero. (E) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed to the Group 5 Senior Certificates as follows: first, to the Group 5 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 5 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; third, to the Group 5 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of the Group 5 Senior Certificates has been reduced to zero. (F) On each Distribution Date prior to the Cross-Over Date, the Group 6 Available Funds will be distributed to the Group 6 Senior Certificates as follows: first, to the Group 6 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 6 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; third, to the Group 6 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 6 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount of the Group 6 Senior Certificates has been reduced to zero. (G) Except as provided in (DH) and (EI) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2, Group 3, Group 4, Group 5 and Group 2 6 Available Funds after the distributions in (A), (B), (C), (D), (E) and (BF) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (DH) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 1, Group 2, Group 3, Group 4, Group 5 or Group 2 6 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DH) will not be made. (EI) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002November 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class I-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has Amounts thereof have been reduced to zero.; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Group 2 Senior Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of the Group 2 Senior Certificates has been reduced to zero;. (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 3 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; third, to the Group 3 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of the Group 3 Senior Certificates has been reduced to zero. (D) On each Distribution Date prior to the Cross-Over Date, the Group 4 Available Funds will be distributed to the Group 4 Senior Certificates as follows: first, to the Group 4 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 4 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 4 Available Funds; third, to the Group 4 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 4 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 4 Available Funds, until the Current Principal Amount of the Group 4 Senior Certificates has been reduced to zero. (E) On each Distribution Date prior to the Cross-Over Date, the Group 5 Available Funds will be distributed to the Group 5 Senior Certificates as follows: first, to the Group 5 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 5 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 5 Available Funds; third, to the Group 5 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 5 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 5 Available Funds, until the Current Principal Amount of the Group 5 Senior Certificates has been reduced to zero. (F) On each Distribution Date prior to the Cross-Over Date, the Group 6 Available Funds will be distributed to the Group 6 Senior Certificates as follows: first, to the Group 6 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 6 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 6 Available Funds; third, to the Group 6 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 6 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 6 Available Funds, until the Current Principal Amount of the Group 6 Senior Certificates has been reduced to zero. (G) On each Distribution Date prior to the Cross-Over Date, the Group 7 Available Funds will be distributed to the Group 7 Senior Certificates as follows: first, to the Group 7 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 7 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 7 Available Funds; third, to the Group 7 Senior Certificates, in reduction of the Current Principal Amount thereof, the Group 7 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 7 Available Funds, until the Current Principal Amount of the Group 7 Senior Certificates has been reduced to zero. (H) Except as provided in (DI) and (EJ) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2, Group 3, Group 4, Group 5, Group 6 and Group 2 7 Available Funds after the distributions in (A), (B), (C), (D), (E), (F) and (BG) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (DI) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 2 7 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.207.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DI) will not be made. (EJ) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i)(A), (B), (C), (D), (E), (F) and (G) above on any Distribution Date, the remaining Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Available Funds are less than the sum of the Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group 1, Group 2, Group 3, Group 4, Group 5, Group 6 or Group 7 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, an amount equal to the Available Interest Funds and Principal Funds for such Distribution Date shall be distributed as follows: (A) On each withdrawn by the Trustee from the Distribution Date prior Account to the Cross-Over extent of funds on deposit therein and distributed for such Distribution Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificatespriority: firstFirst, from Interest Funds, to pay any accrued and unpaid interest on the Offered Certificates and the Class I-B-5 Certificates in the following order of priority: 1. to each Class of Class A Certificates, the Accrued Certificate Current Interest on such Class for such Distribution Date; second, to the Class I-A Certificates, and then any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Carry Forward Amount for each such Distribution Date to the extent of remaining Group 1 Available FundsClass, until pro rata, based on the Current Principal Interest and Interest Carry Forward Amount of the Group 1 Senior Certificates has been reduced due to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zeroClass; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, 2. to the Class B-1, Class B-2, Class B-3, Class B-4, B-4 and Class B-5 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread to the extent necessary to meet a level of overcollateralization equal to the Overcollateralization Target Amount will be the Extra Principal Distribution Amount and will be included as part of the Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread will be the Remaining Excess Spread and will be applied, together with the Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through Fourteenth below. Second, to pay as principal on the Class A Certificates and Class B-6 B Certificates, in each case up to an amount equal to and in the following order: order of priority: (aA) For each Distribution Date (i) prior to the Accrued Certificate Interest thereon Stepdown Date or (ii) on which a Trigger Event is in effect, from the Principal Distribution Amount for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in : 5. to each case, to the extent Class of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of Class A Certificates on a pro rata basis until the Current Principal Amount of the Group 1 or Group 2 Senior Certificates each such Class is reduced to zero, ; 6. to the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior B-1 Certificates, 100% of any remaining Principal Distribution Amount until the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments thereof is reduced to zero; 7. to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on Class B-2 Certificates, any remaining Principal Distribution Date on which Amount until the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect thereof is reduced to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable zero; 8. to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of B-3 Certificates, any remaining Principal Distribution Amount until the Current Principal Amounts thereofAmount thereof is reduced to zero; 9. to the Class B-4 Certificates, any remaining Principal Distribution Amount until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates thereof is an amount equal reduced to zero; and 10. to the aggregate Scheduled Class B-5 Certificates, any remaining Principal Balance of Distribution Amount until the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 CertificatesAmount thereof is reduced to zero.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Trustee monthly on each Distribution Date, commencing in January 2002, July 1997 in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Available Funds shall be distributed Date as follows: (A) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group 1 I Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: first, to the Class IA-A I Certificates, the Residual Certificate and Component I of the Class X Certificates, the Accrued Certificate Interest on each such Class and the Class X Component I Accrued Certificate Interest on such Component for such Distribution Date; second, to the Class IA-A I Certificates, the Residual Certificate and Component I of the Class X Certificates, any Accrued Certificate Interest and Class X Component I Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds, any shortfall in available amounts being allocated among such Classes and Component in proportion to the amount of such Accrued Certificate Interest and Class X Component I Accrued Certificate Interest remaining undistributed for each such Class or Component for such Distribution Date; third, to the Group 1 Senior Class A-I Certificates, the Residual Certificate and the Class PO Certificates in reduction of the Current Principal Amounts thereof: (a) the Group 1 I Senior Optimal Principal Amount in the following order of priority: (i) to the Class A-I-8 Certificates, up to the Class A-I-8 Prepayment Amount and the Class A-I-8 Pro Rata Optimal Principal Amount for such Distribution Date Date; (ii) to the extent of remaining Group 1 Available FundsClass R-1 Certificates until the respective Current Principal Amount thereof has been reduced to zero; (iii) 66.666666667% and 33.333333333% concurrently to the Class A- I-1 Certificates and Class A-I-9 Certificates, until the Current Principal Amount of the Group 1 Senior Class A-I-1 Certificates has been reduced to zero; (iv) 61.224489796% and 38.775510204% concurrently to the Class A-I-2 Certificates and Class A-I-9 Certificates, until the Current Principal Amount of the Class A-I-2 Certificates has been reduced to zero; (v) 65.217391304% and 34.782608696% concurrently to the Class A-I-3 Certificates and the Class A-I-9 Certificates until the Current Principal Amount of the Class A-I-3 Certificates has been reduced to zero; (vi) 78.947368421% and 21.052631579% concurrently to the Class A-I-4 Certificates and the Class A-I-9 Certificates until the Current Principal Amount of the Class A-I-4 Certificates has been reduced to zero; (vii) 90.909090909% and 9.090909091% concurrently to the Class A-I-5 Certificates and Class A-I-9 Certificates, until the Current Principal Amount of the Class A-I-5 Certificates have been reduced to zero; (viii) 81.081081081% and 18.918918919% concurrently to the Class A-I-6 Certificates and Class A-I-9 Certificates, until the Current Principal Amounts thereof have been reduced to zero; (ix) sequentially to the Class A-I-7 and Class A-I-8 Certificates, in that order, in each case until the Current Principal Amount of each such Class of Certificates has been reduced to zero; and (b) the Class PO Portion I Principal Distribution Amount for such Distribution Date, to the Class PO Certificates until the Current Principal Amount thereof has been reduced to zero; and fourth, the Class PO Deferred Amount attributable to Portion I of the Class PO Certificates for such Distribution Date to the Class PO Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority (A) fourth, shall not exceed the excess, if any, of (x) the Available Funds remaining after giving effect to distributions pursuant to priorities (A) first through third above and (B) first through third below over (y) the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Deferred Amount after the Cross-Over Date. "Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amounts of such Classes. If, after distributions have been made pursuant to priorities (A) first and second above on any Distribution Date, remaining Group I Available Funds are less than the sum of the Group I Senior Optimal Principal Amount and the Class PO Portion I Principal Distribution Amount for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group I Available Funds will be distributed on the Class A-I and the Residual Certificate and Class PO Certificates in accordance with clauses (a) and (b) of priority (A) third above on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced by the difference between (i) principal distributable to the Class PO Certificates in accordance with clause (b) of priority (A) third above and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph (the "Class PO Portion I Cash Shortfall"). (B) On each Distribution Date on or prior to the Cross-Over Date, an amount equal to the Group 2 II Available Funds will be distributed to in the Group 2 Senior Certificates as followsfollowing order of priority among the Certificates: first, to the Group 2 Senior Class A-II Certificates and Component II of the Class X Certificates, the Accrued Certificate Interest on such Class and Class X Component II Accrued Certificate Interest on such Component for such Distribution Date; second, to the Group 2 Senior Class A-II Certificates and Component II of the Class X Certificates, any Accrued Certificate Interest and Class X Component II Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of the remaining Group 2 II Available Funds, any shortfall in available amounts being allocated between such Class and Component in proportion to the amount of such Accrued Certificate Interest and Class X Component II Accrued Certificate Interest remaining undistributed for such Class or Component for such Distribution Date; and third, sequentially, in the following order, to the Class R-I, Class RA-II Certificates and the Class II-A Certificates, PO Certificates in reduction of the Current Principal Amounts thereof, : (a) the Group 2 II Senior Optimal Principal Amount (as defined herein) to the Class A-II Certificates until the Current Principal Amount thereof has been reduced to zero; and (b) the Class PO Portion II Principal Distribution Amount (as defined herein) for such Distribution Date to the extent of remaining Group 2 Available Funds, Class PO Certificates until the Current Principal Amounts Amount thereof have has been reduced to zero;; fourth, the Class PO Deferred Amount attributable to Portion II of the Class PO Certificates for such Distribution Date to the Class PO Certificates; provided, that (i) on any Distribution Date, distributions pursuant to this priority (A) fourth, shall not exceed the excess, if any, of (x) the Available Funds remaining after giving effect to distributions pursuant to priorities (A) first through third above and (B) first through third below over (y) the amount of Accrued Certificate Interest for such Distribution Date and Accrued Certificate Interest remaining undistributed from previous Distribution Dates on all Classes of Subordinate Certificates then outstanding, (ii) such distributions shall not reduce the Current Principal Amount of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Deferred Amount after the Cross- Over Date. If, after distributions have been made pursuant to priorities (B) first and second above on any Distribution Date, remaining Group II Available Funds are less than the sum of the Group II Senior Optimal Principal Amount and the Class PO Portion II Principal Distribution Amount for such Distribution Date, such amounts shall be proportionately reduced, and such remaining Group II Available Funds will be distributed on the Class A-II and Class PO Certificates in accordance with clauses (a) and (b) of priority (B) third above on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the principal balance of the Class PO Certificates shall be reduced by the difference between (i) principal distributable to the Class PO Certificates in accordance with clause (b) of priority (B) third above and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph (the "Class PO Portion II Cash Shortfall"). The Class PO Cash Shortfall with respect to any Distribution Date will be added to the Class PO Deferred Amount. (C) Except as provided in (D) and (E) below, on On each Distribution Date on or prior to the Cross-Over Date, an amount equal to any remaining Group 1 I Available Funds and Group 2 II Available Funds after following the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share (as defined herein) for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-occurrence of the Cross- Over Date, Date but after the reduction of the Current Principal Amount Amounts of the Group 1 Class A-I Certificates or Group 2 Senior Class A-II Certificates to zero, the remaining Class or Classes of Senior Class A Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Datereceive, in addition to any Principal Prepayments related to such remaining Senior Class A Certificates' respective Mortgage Loan Group allocated to such Group of Senior CertificatesGroup, 100% of the Principal Prepayments on any the Loans in the other Mortgage Loan Group (in the case of Mortgage Loan Group relating to I, distributed in accordance with the fully repaid Class of Senior Certificates; provided, however, that if priorities set forth in priority (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (Bthird above) the aggregate Scheduled Principal Balance in reduction of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%Amounts thereof. In addition, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If if on any Distribution Date on which the aggregate Current Principal Amount of any the Class A-I Certificates or Classes of Senior Class A-II Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Mortgage Loan Group (other than the related PO Percentage of the Discount Mortgage Loans in the related Mortgage Loan Group) and any Subordinate Class B Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts the Principal Prepayments otherwise allocable to the Subordinate Class B Certificates on the Mortgage Loans in respect of principal the other Mortgage Loan Group will be distributed to such Class or Classes of Senior Class A Certificates (in the case of the Class A-I Certificates, in accordance with the priorities set forth in priority (A) third above) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such the Class A-I Certificates or Classes of Senior Certificates Class A-II Certificates, as applicable, is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance Amount of the Mortgage Loans in the related Mortgage Loan Group (other than the related PO Percentage of the Discount Mortgage Loans in the related Mortgage Loan Group. Any ). (E) On each Distribution Date after the Cross-Over Date, distributions of principal on the outstanding Class A-I Certificates and the Residual Certificate will be made pro rata among all such reduction Certificates, regardless of the allocation, or sequential nature, of principal payments described in priority (A) third above, based upon the then Current Principal Amounts of such Certificates, and interest will be distributed as described above with respect to Distribution Dates on or prior to the Cross-Over Date. (F) On each Distribution Date, any Group I Available Funds and Group II Available Funds remaining after payment of interest and principal as described above will be distributed to the Class R-1 Certificates; provided that if on any Distribution Date on or after the Cross-Over Date there are any Group I Available Funds remaining after payment of interest and principal as described in the preceding paragraphs, such Group I Available Funds will be distributed to the Class A-II Certificates in accordance with the priorities in paragraph (B) above until all amounts due to such Certificates have been paid in full before any amounts are distributed to the Residual Certificate. Similarly, if on any Distribution Date on or after the Cross-Over Date there are any Group II Available Funds remaining after payment of interest and principal as described in the preceding paragraphs, such Group II Available Funds will be distributed to the Senior Certificates (other than the Class A-II Certificates and Component II of the Class X Certificates and Portion II of the Class PO Certificates) in accordance with the priorities in paragraph (E) above until all amounts due to such Senior Certificates have been paid in full before any amounts are distributed to the Residual Certificate. It is not anticipated that there will be any significant amounts remaining for such distribution. (G) On each Distribution Date, any Available Funds remaining after payment of interest and principal as described above will be distributed to the Class R-1 Certificates. No Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order payable with respect to any class of Certificates after the Subordinate Certificates numerical designations, commencing with Distribution Date on which the Class B-6 Certificatesoutstanding principal balance or Notional Amount of such Certificate has been reduced to zero.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class R Certificates) of each Certificate Group will be distributed monthly on each Distribution Date, commencing in January 2002April 2005, in an aggregate amount equal to the sum of the Available Funds for the related Loan Group on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in April 2005, the Class R Deposit will be distributed to the Holder of the Class R Certificates in reduction of the Current Principal Amount thereof. On each Distribution Date, the Available Funds for each Loan Group on deposit in the Distribution Account shall be distributed as follows: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds for Loan Group I will be distributed in the following order of priority among to the Group 1 Senior CertificatesI Certificates as follows: first, to the Class I-A A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Class I-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Available Funds for Loan Group 1 Available FundsI; and third, to the Group 1 Senior Class I-A-1 Certificates, in reduction of the Group 1 Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Class I-A-1 Certificates for such Distribution Date Date, to the extent of remaining Available Funds for Loan Group 1 Available FundsI, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (B) On on each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds for Loan Group II will be distributed to the Group 2 Senior II Certificates as follows: first, to the Group 2 Senior Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; second, to the Group 2 Senior Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group 2 Available FundsII; and third, sequentially, in the following order, to the Class RII-IA-1, Class RII-II A-2 and Class II-A A-3 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 Senior Optimal Principal Amount with respect to the Group II Certificates for such Distribution Date Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group 2 Available FundsII, until the Current Principal Amounts thereof have Amount of each such Class has been reduced to zero;. (C) on each Distribution Date, the Available Funds for Loan Group III will be distributed to the Group III Certificates as follows: first, to the Class III-A-1, Class III-A-2 and Class III-A-3 Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; second, to the Class III-A-1, Class III-A-2 and Class III-A-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group III; and third, to the Class III-A-1, Class III-A-2 and Class III-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Group III Certificates for such Distribution Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group III, until the Current Principal Amount of each such Class has been reduced to zero. (D) on each Distribution Date, the Available Funds for Loan Group IV will be distributed to the Group IV Certificates as follows: first, to the Class IV-A-1, Class IV-A-2 and Class IV-A-3 Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class; second, to the Class IV-A-1, Class IV-A-2 and Class IV-A-3 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, pro rata, based on the Accrued Certificate Interest owed to each such Class, to the extent of remaining Available Funds for Loan Group IV; and third, to the Class IV-A-1, Class IV-A-2 and Class IV-A-3 Certificates, in reduction of the Current Principal Amount thereof, the Senior Optimal Principal Amount with respect to the Group IV Certificates for such Distribution Date, pro rata, based on their respective Current Principal Amounts, to the extent of remaining Available Funds for Loan Group IV, until the Current Principal Amount of each such Class has been reduced to zero. (E) Except as provided in clauses (DF) and (EG) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 and Group 2 Available Funds for all Loan Groups after the distributions in clauses (A) and through (BD) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 B-5, Class B-6, Class B-7 and Class B-6 B-8 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's ’s Allocable Share for such Distribution Date, in each case, to the extent of remaining Available FundsFunds for all Loan Groups. (DF) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the aggregate Current Principal Amount of all of the classes of any of the Group 1 I, Group II, Group III, or Group 2 Senior IV Certificates to zero, the remaining Class or Classes of Senior Certificates Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their aggregate Current Principal Amounts Amount of the Senior Certificates in each Certificate Group immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' ’ respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group or Loan Groups relating to any fully paid Certificate Group. Such amounts allocated to Senior Certificates shall be treated as part of the fully repaid Class Available Funds for the related Loan Group and distributed as part of the related Senior Certificates; providedOptimal Distribution Amount in accordance with priority third in clauses (A) through (D) above, howeveras applicable, that in reduction of the Current Principal Amounts thereof. Notwithstanding the foregoing, if (Ai) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (Bii) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DF) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully paid Certificate Group or Certificate Groups will be allocated to the Subordinate Certificates. (EG) If For any Undercollateralized Certificate Group on any Distribution Date on which prior to the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Cross-Over Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of the Senior Certificates of such Undercollateralized Certificate Group on a pro rata basis in accordance with their respective Current Principal Amounts in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, Group and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, reduced and distributed to such Class or Classes Senior Certificates, to the extent of any amount due and unpaid on such Senior Certificates Certificates, in an amount equal to one month’s interest at a rate equal to the Accrued Certificate Interest related Pass-Through Rate for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan GroupUndercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Class B Certificates numerical designations, commencing with the Class B-6 B-8 Certificates. If there exists more than one Undercollateralized Certificate Group on a Distribution Date, amounts distributable to such Undercollateralized Certificate Groups pursuant to this clause will be allocated between such Undercollateralized Certificate Groups, pro rata, based upon their respective Undercollateralized Amounts. (H) If, after distributions have been made pursuant to priorities first and second of clauses (A) through (D) above on any Distribution Date, the remaining Available Funds for any Loan Group is less than the Senior Optimal Principal Amount for that Loan Group, the Senior Optimal Principal Amount for such Loan Group shall be reduced by that amount, and the remaining Available Funds for such Loan Group will be distributed as principal among the related Classes of Senior Certificates on a pro rata basis in accordance with their respective Current Principal Amounts. (I) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, will be distributed to the Class R Certificates; provided that if on any Distribution Date there are any Available Funds for any Loan Group remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any Available Funds are distributed in accordance with this clause to the Class R Certificates. (b) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (c) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated to the holders of the Class of Senior Certificates in such Certificate Group on a pro rata basis in accordance with the amount of Accrued Certificate Interest for that Distribution Date absent such shortfalls. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (d) The expenses and fees of the Trust shall be paid by each of the 2005-3 REMICs, to the extent that such expenses relate to the assets of each of such respective 2005-3 REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the 2005-3 REMICs.

Distributions on the Certificates. (a) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit therein and distributed as directed in accordance with distribution instructions provided to it by the Securities Administrator for such Distribution Date, in the following order of priority: First, Interest Funds will be distributed, in the following manner and order of priority: 1. From Interest Funds, to the Class A-1 Certificates and Class A-2 Certificates, pro rata, based on the amount of interest owed to each such Class pursuant to this clause 1, the Current Interest and then any Interest Carry Forward Amount, in each case, for each such Class for such Distribution Date; 2. From remaining Interest Funds, to the Class M-1, the Class M-2, the Class B-1, and the Class B-2 Certificates, sequentially, in that order, the Current Interest for each such Class; 3. Any Excess Spread, to the extent necessary to cause the Overcollateralization Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal Distribution Amount and will be included as part of the Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. Any remaining Excess Spread will be the Remaining Excess Spread and will be applied, together with the Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through Twelfth below. On any Distribution Date, any shortfalls resulting from the application of the Relief Act and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be allocated as set forth in the definition of Current Interest herein. Second, to pay as principal on the Certificates will be distributed monthly on entitled to payments of principal, in the following order of priority: (A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, from the Principal Funds and the Extra Principal Distribution Amount for such Distribution Date: 1. To the Class A-1 Certificates and Class A-2 Certificates, commencing in January 2002pro rata, in based on their respective Certificate Principal Balances, an aggregate amount equal to the sum Principal Distribution Amount, until the Certificate Principal Balance of each such Class is reduced to zero; 2. To the Available Class M-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and 5. To the Class B-2 Certificates, any remaining Principal Distribution Amount until the Certificate Principal Balance thereof is reduced to zero; and (B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event is not in effect, from the Principal Funds and the Extra Principal Distribution Amount for such Distribution Date: 1. To the Class A-1 Certificates and Class A-2 Certificates, pro rata, based on their respective Certificate Principal Balances, an amount equal to the Class A Principal Distribution Amount, until the Certificate Principal Balance of each such Class is reduced to zero; 2. To the Class M-1 Certificates, from any remaining Principal Distribution Amount, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 3. To the Class M-2 Certificates, from any remaining Principal Distribution Amount, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; 4. To the Class B-1 Certificates, from any remaining Principal Distribution Amount, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and 5. To the Class B-2 Certificates, from any remaining Principal Distribution Amount, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; Third, from any remaining Excess Cashflow, the following amounts to the Class A-1 Certificates and Class A-2 Certificates, pro rata among such Classes based on the amount due: (a) any Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Fourth, from any remaining Excess Cashflow, the following amounts to the Class M-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow, the following amounts to the Class M-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow, the following amounts to the Class B-1 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow, the following amounts to the Class B-2 Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in each case for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow, to each Class of Class A-1 Certificates and Class A-2 Certificates, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount for each such Class for such Distribution Date, pro rata based on the Basis Risk Shortfall and Basis Risk Shortfall Carryforward Amount owed to each such Class; Ninth, from any remaining Excess Cashflow, to the Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, in that order, any Basis Risk Shortfall and any Basis Risk Shortfall Carry Forward Amount, in each case for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO Distribution Amount; Eleventh, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed Class B-IO Advances; and Twelfth, any remaining amounts to the Residual Certificates. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount made pursuant to the provisions of this paragraph (a) shall, for federal income tax purposes, be deemed to have been distributed from REMIC II to the holder of the Class B-IO Certificates and then paid outside of any 2004-13 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates the holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. (ib) On each Distribution Date, the Available Funds related Cap Contract Payment Amount with respect to such Payment Date shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among priority, in each case to the Group 1 Senior Certificates: extent of amounts available: (i) first, to the holders of the related Class I-A or Classes of Certificates, the Accrued Certificate Interest on such Class payment of any Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amount for such Distribution Date; , and in the case of the Class A-1 Certificates and the Class A-2 Certificates, pro rata, based on the Basis Risk Shortfall or Basis Risk Shortfall Carry Forward Amounts owed to each such Class; (ii) second, from any remaining amounts, the payment of an amount equal to any Current Interest and Interest Carry Forward Amount for the related Class or Classes of Certificates, and in the case of the Class A-1 Certificates and the Class A-2 Certificates, pro rata, based on the Current Interest and Interest Carry Forward Amounts owed to each such Class, to the extent not covered by Interest Funds or Excess Cashflow on such Distribution Date; (iii) third, from any remaining amounts, available from the Cap Contract relating to the Class A-1 Certificates and the Class A-2 Certificates, to the Class I-A M-1, the Class M-2, the Class B-1, and the Class B-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Datesin that order, to the extent of remaining Group 1 Available Fundsnot paid pursuant to clauses (i) or (ii) above; thirdand (iv) fourth, to the Group 1 Senior Class B-IO Certificates, any remaining amount. All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry Forward Amounts will be treated, for federal income tax purposes, as reimburseable advances ("Class B-IO Advances") made from the Group 1 Optimal holder of the Class B-IO Certificates. Such Class B-IO Advances will be paid back to the holder of the Class B-IO Certificate pursuant to Section 6.01(a). (c) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Prepayment Charge Loans received during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Trustee to the Class XP Certificates and shall not be available for distribution to the holders of any other Class of Certificates. The payment of such Prepayment Charges shall not reduce the Certificate Principal Amount for such Balance of the Class XP Certificates. In addition, as provided in Section 4.07 hereof, on the Distribution Date immediately following the Prepayment Period in which the last Prepayment Charge is collectible on the Prepayment Charge Loans, which Prepayment Period is the month of November 2010, the Trustee shall distribute the amount on deposit in the Class XP Reserve Account to the extent Class XP Certificates in reduction of remaining Group 1 Available Funds, the Certificate Principal Balance thereof until the Current Certificate Principal Amount of the Group 1 Senior Certificates has been Balance thereof is reduced to zero. (Bd) On The expenses and fees of the Trust shall be paid by each Distribution Date prior to of the Cross2004-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates13 REMICs, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, that such expenses relate to the Class Rassets of each of such respective 2004-I13 REMICs, Class R-II and Class II-A Certificates, in reduction all other expenses and fees of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on Trust shall be paid pro rata by each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made2004-13 REMICs. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002July 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. In addition, on the Distribution Date occurring in July 2004, the Class R-I Deposit will be distributed to the Holder of the Class R-I Certificate, the Class R-II Deposit will be distributed to the Holder of the Class R-II Certificate, the Class R-III Deposit will be distributed to the Holder of the Class R-III Certificate and the Holder of the Class X-1 Certificate will be entitled to receive an additional distribution of $110,334.72. (i) On on each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among the Group 1 Senior CertificatesCertificates as follows: firstFIRST, to the Senior Certificates, other than the Class I-A R Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Senior Certificates, other than the Class I-A R Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior CertificatesTHIRD, the Group 1 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentiallyshall be distributed concurrently to (a) the Class A-1-A Certificates through Class A-6 Certificates and (b) the Class A-7 Certificates, on a pro rata basis, based on their respective aggregate Current Principal Amounts. The Senior Optimal Principal Amount in clause (a) of this priority THIRD will be distributed to the Class A-1-A, Class A-1-B, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, in the following order, order of priority: (1) to the Class RA-1-I, Class R-II A Certificates and Class IIA-1-A B Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of each such Class has been reduced to zero; (C2) to the Class A-2 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; (3) to the Class A-3 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; (4) to the Class A-4 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; (5) to the Class A-5 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero; and (6) to the Class A-6 Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount of such Class has been reduced to zero. The Senior Optimal Principal Amount in clause (b) of this priority THIRD will be distributed to the Class A-7 Certificates until the Current Principal Amount of such Class has been reduced to zero. (ii) Except as provided in paragraph (D) and (Eb) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 and Group 2 Available Funds after the distributions in clause (A) and (Bi) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (Db) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i) above on any Distribution Date, the remaining Available Funds are less than the Senior Optimal Principal Amount, the Senior Optimal Principal Amount shall be reduced, and such remaining Available Funds will be distributed on the Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date prior Date, any Available Funds remaining after payment of interest and principal to the CrossClasses of Certificates entitled thereto, as described above, will be distributed to the Class R-Over Date, but III Certificates; provided that if on any Distribution Date there are any Available Funds remaining after the reduction payment of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates interest and principal to zero, the remaining a Class or Classes of Senior Certificates entitled thereto, such amounts will be entitled distributed to receive in reduction the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior until all amounts due to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or all Classes of Senior Certificates would be greater than have been paid in full, before any amounts are distributed to the aggregate Scheduled Principal Balance Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of the Mortgage Loans Certificates in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, (i) 100% "pro rata" distributions among Classes of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed made in proportion to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Classes Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in less than the Accrued Certificate Interest on the Subordinate Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in reverse order proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Subordinate Certificates numerical designationsof the related Classes entitled to such amounts on subsequent Distribution Dates, commencing with to the Class B-6 Certificatesextent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002June 2004, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed to the Group I Senior Certificates as follows: FIRST, to the Class R-I, Class R-II, Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class R-I, Class R-II, Class I-A-1, Class I-A-2 and Class I-A-3 Certificates is subject to reduction in the following order event of priority among certain Net Interest Shortfalls allocable thereto; SECOND, to the Class R-I, Class R-II, Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; THIRD, to the Class R-I Certificates and Class R-II Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 1 I Senior Certificates: firstOptimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; and FOURTH, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class III-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 II Available Funds; thirdand THIRD, to the Group 1 Senior Class II-A Certificates, in reduction of the Current Principal Amount thereof, the Group 1 II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 II Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (Biii) On on each Distribution Date prior to the Cross-Over Date, the Group 2 III Available Funds will be distributed to the Group 2 III Senior Certificates as follows: firstFIRST, to the Group 2 Senior Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Class III-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 III Available Funds; third, sequentially, in the following orderand THIRD, to the Class R-I, Class R-II and Class IIIII-A Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 III Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Civ) on each Distribution Date, the Group IV Available Funds will be distributed to the Group IV Senior Certificates as follows: FIRST, to the Class IV-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class IV-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and THIRD, to the Class IV-A Certificates, in reduction of the Current Principal Amount thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (v) Except as provided in clauses (Dvi) and (Evii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 I, Group II, Group III and Group 2 IV Available Funds after the distributions in clauses (Ai), (ii), (iii) and (Biv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III and Group IV Available Funds. (Dvi) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1 or Group 2 Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Class of Senior CertificatesCertificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dvi) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Evii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group I, Group II, Group III and Group IV Senior Optimal Principal Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates, on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002December 2005, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring December 2005, the Class R-1 Deposit will be distributed to the Holders of the Class R-I Certificates and the Class R-2 Deposit will be distributed to the Holders of the Class R-II Certificates. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: first, to the Class I-A A-1 Certificates, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, accrued interest on the Class I-A-1, Class R-I and Class R-II Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and third, to the Group 1 Senior Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 1 I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 I Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (Bii) On on each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to the Group 2 II Senior Certificates as follows: first, to the Group 2 Senior Certificates, Class II-A-1 Certificates the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class II-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Class II-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 II Available Funds; and third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 II Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Ciii) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining the Group 1 and Group 2 III Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in to the following orderGroup III Senior Certificates as follows: first, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 III-A-1 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon on such Class for such Distribution Date. As described below, (b) accrued interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class III-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each caseDates, to the extent of remaining Group III Available Funds. (D) On each Distribution Date prior ; and third, to the CrossClass III-Over DateA-1 Certificates, but after the in reduction of the Current Principal Amount of thereof, the Group 1 or Group 2 III Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Optimal Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on Amount for such Distribution Date and (B) to the aggregate Scheduled Principal Balance extent of remaining Group III Available Funds, until the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments such Class has been reduced to the Senior Certificates in accordance with this clause (D) will not be madezero. (Eiv) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal Group IV Available Funds will be distributed to the Group IV Senior Certificates as follows: first, to the Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class or Classes for such Distribution Date. As described below, accrued interest on the Class IV-A-1 Certificates is subject to reduction in the event of Senior Certificates certain Net Interest Shortfalls allocable thereto; second, to the Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group IV Available Funds; and third, to the Class IV-A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the aggregate Current Principal Amount of such Class or Classes of has been reduced to zero. (v) on each Distribution Date, the Group V Available Funds will be distributed to the Group V Senior Certificates is an amount equal as follows: first, to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan GroupClass V-A-1 Certificates and Class V-A-2 Certificates, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduceda pro rata basis, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designationssuch Classes for such Distribution Date. As described below, commencing with accrued interest on the Class B-6 V-A-1 Certificates and Class V-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class V-A-1 Certificates and Class V-A-2 Certificates., on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates, to the extent of remaining Group V Available Funds; and

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002October 2003, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed to the Group I Senior Certificates as follows: FIRST, to the Class R-I, Class R-II, Class I-A-1 and Class I-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class R-I, Class R-II, Class I-A-1 and Class I-A-2 Certificates is subject to reduction in the following order event of priority among certain Net Interest Shortfalls allocable thereto; SECOND, to the Class R-I, Class R-II, Class I-A-1 and Class I-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; THIRD, to the Class R-I Certificates and Class R-II Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group 1 I Senior Certificates: firstOptimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of each such Class has been reduced to zero; and FOURTH, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: FIRST, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1 Certificates and Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and THIRD, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: FIRST, to the Class III-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Class IIII-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 III Available Funds; thirdand THIRD, to the Group 1 Senior Class III-A Certificates, in reduction of the Current Principal Amount thereof, the Group 1 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 III Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (Biv) On on each Distribution Date prior to the Cross-Over Date, the Group 2 IV Available Funds will be distributed to the Group 2 IV Senior Certificates as follows: firstFIRST, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A-1 Certificates and Class IV-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; SECOND, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 IV Available Funds; and THIRD, to the Class IV-A-1 Certificates and Class IV-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Group IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group IV Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (v) on each Distribution Date, the Group V Available Funds will be distributed to the Group V Senior Certificates as follows: FIRST, to the Class V-A Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class V-A Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; secondSECOND, to the Group 2 Senior Class V-A Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 V Available Funds; third, sequentially, in the following orderand THIRD, to the Class R-I, Class R-II and Class IIV-A Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 V Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 V Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Cvi) Except as provided in clauses (Dvii) and (Eviii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 I, Group II, Group III, Group IV and Group 2 V Available Funds after the distributions in clauses (Ai), (ii), (iii), (iv) and (Bv) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III, Group IV and Group V Available Funds. (Dvii) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of the Group 1 I, Group II, Group III, Group IV or Group 2 V Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dvii) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Eviii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i), (ii), (iii), (iv) and (v) above on any Distribution Date, the remaining Group I, Group II, Group III, Group IV or Group V Available Funds are less than the Group I, Group II, Group III, Group IV and Group V Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III, Group IV or Group V Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (d) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002November 2006, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (iI) On each Distribution Date, the Class I-A-2B Available Funds shall be distributed as follows: (Ai) On each FIRST, to the Swap Counterparty, the related Swap Counterparty Payment (if any) and certain termination payments (as set forth in the related Swap Agreement), if applicable, for such Distribution Date prior (other than where the Swap Counterparty is the sole defaulting or affected party); (ii) SECOND, to the Crossextent of remaining Class I-Over Date, the Group 1 A-2B Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: firstFunds, to the Class I-A A-2B Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second; (iii) THIRD, to the extent of remaining Class I-A-2B Available Funds, to the Class I-A A-2B Certificates, any Accrued Certificate Interest thereon remaining undistributed principal distributions received from previous Distribution Datesthe Underlying Class I-A-2B Certificates, in reduction of the Current Principal Amount thereof, until the Current Principal Amount thereof has been reduced to zero; and (iv) FOURTH, to the extent of remaining Group 1 Class I-A-2B Available Funds; third, to the Group 1 Senior CertificatesSwap Counterparty, any termination payments (as set forth in the related Swap Agreement) where the Swap Counterparty is the sole defaulting or affected party. (II) On each Distribution Date, the Group 1 Optimal Principal Amount Class II-A-2B Available Funds shall be distributed as follows: (i) FIRST, to the Swap Counterparty, the related Swap Counterparty Payment (if any) and certain termination payments (as set forth in the related Swap Agreement), if applicable, for such Distribution Date (other than where the Swap Counterparty is the sole defaulting or affected party); (ii) SECOND, to the extent of remaining Group 1 Class II-A-2B Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the CrossClass II-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior A-2B Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates; (iii) THIRD, to the extent of remaining Group 2 Class II-A-2B Available Funds; third, sequentially, in the following order, to the Class RII-IA-2B Certificates, Class R-II and any principal distributions received from the Underlying Class II-A A-2B Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts Amount thereof have has been reduced to zero;; and (Civ) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each caseFOURTH, to the extent of remaining Class II-A-2B Available Funds, to the Swap Counterparty, any termination payments (as set forth in the related Swap Agreement) where the Swap Counterparty is the sole defaulting or affected party. (Db) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates No Accrued Certificate Interest will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans payable with respect to which each Class of Certificates after the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal has been reduced to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificateszero.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Class R Certificates, Class R-X Certificates and Class XP Certificates) of each Certificate Group will be distributed monthly on each Distribution Date, commencing in January 2002November 2005, in an aggregate amount equal to the sum of the Available Funds for the related Loan Group on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in November 2005, the Class R Deposit will be distributed to the Holder of the Class R Certificates in reduction of the Current Principal Amount thereof. On each Distribution Date, the Available Funds for each Loan Group on deposit in the Distribution Account shall be distributed as follows: (A) On (I) on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds for Loan Group I will be distributed in to the following order of priority among Class I-A Certificates and the Group 1 Senior CertificatesClass I-X Certificates as follows: first, to the Class I-A Certificates and the Class I-X Certificates, the Accrued Certificate Interest on each such Class for such Distribution Date, pro rata, based on the Accrued Certificate Interest owed to each such Class, and with respect to the Class I-A-1 Certificates and the initial Distribution Date, including amounts withdrawn from the Class A Reserve Fund, and with respect to the Class I-A-2 Certificates and the first three Distribution Dates, including amounts withdrawn from the Class I-A-2 Reserve Fund, as applicable; second, to the Class I-A-1 Certificates, any Carryover Shortfall Amounts due to such Class I-A-1 Certificates (in accordance with clause (D) below) to the extent such amount was deducted from the Accrued Certificate Interest on the Class I-X-1 Certificates for such Distribution Date; third, to the Class I-A Certificates and the Class I-X Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to pro rata, based on the extent of remaining Group 1 Available Funds; third, to the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the undistributed Accrued Certificate Interest on such Class for such Distribution Date; second, owed to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dateseach Class, to the extent of remaining Available Funds for Loan Group 2 Available FundsI; third, sequentially, in the following orderand fourth, to the Class R-extent of remaining Available Funds for Loan Group I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 related Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in to: (Ai) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 I-A Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Datepro rata, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to until each such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments reduced to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Groupzero, and then (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reducedClass I-X Certificates, if necessary, and distributed to such Class or Classes in reduction of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate its Current Principal Balance of Amount, until such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificatesamount has been reduced to zero.

Distributions on the Certificates. (a) Interest and principal on the Certificates (other than the Interest Only Certificates) will be distributed monthly on each Distribution DateDDate, commencing in January 2002June 2003, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in to the following order of priority among Group 1 Senior Certificates as follows: first, to the Group 1 Senior Certificates: first, to the Class I-A Certificateson a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 1 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A Group 1 Senior Certificates, any Accrued on a pro rata basis, aAccrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; and third, sequentially, in the following order, to the Class R-I, Class R-I Class R-III and Class I-A-1 Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, in each case, until the Current Principal Amount of the Group 1 Senior Certificates each such Class has been reduced to zero.; (Bii) On on each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 2 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; and third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero; (Ciii) on each Distribution Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: first, to the Group 3 Senior Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Group 3 Senior Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 3 Senior Certificates, on a pro rata basis, aAccrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; and third, to the Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amount of such Class has been reduced to zero; (iv) Except as provided in (Dv) and (Evi) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and 1, Group 2 2and Group 3 Available Funds after the distributions in (Ai), (ii) and (Biii) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4BClass B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of the remaining Group 1, Group 2 and Group 3 Available Funds. (Dv) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of any of the Group 1 1, Group 2 or Group 2 3 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dv) will not be mademade and 100% of the Principal Prepayments on any MLoan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Evi) If on any Distribution Date on which the aggregate Current Principal Amount PAmount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i), (ii) and (iii) above on any Distribution Date, the remaining Group 1, Group 2 or Group 3 Available Funds are less than the Group 1, Group 2 or Group 3 Senior Optimal Principal Amounts, respectively, such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group 1, Group 2 or Group 3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts dto all Classes of Senior Certificates have been paid in full, before any amounts are dto the Class R-III Certificates. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to textent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002August 2005, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows:: On the first Distribution Date, the Class R Deposit shall be distributed, pro rata, as principal to the Class R Certificates, and (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: first, to the Class I-A A-1, Class I-A-2, Class I-A-3 and Class I-X Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date; provided, however, any Accrued Certificate Interest otherwise distributable with respect to the Class I-X Certificates will instead be deposited into the Reserve Fund (i) first, to pay any remaining Basis Risk Shortfall Carryover Amounts on the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, based on the amount of such Basis Risk Shortfall Carryover Amounts, after the application of the funds received from the Yield Maintenance Agreement and the Reserve Fund Deposit, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit. As described below, accrued interest on the Class I-A-1, Class I-A-2, Class I-A-3 and Class I-X Certificates is subject to reduction in the event of certain Net Interest Shortfalls and Net Deferred Interest allocable thereto; second, to the Class I-A-1, Class I-A-2 Class I-A-3 and Class I-X Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; provided, however, any Accrued Certificate Interest otherwise distributable with respect to the Class I-X Certificates will instead be deposited into the Reserve Fund (i) first, to pay any remaining Basis Risk Shortfall Carryover Amounts on the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, based on the amount of such Basis Risk Shortfall Carryover Amounts, after the application of the funds received from the Yield Maintenance Agreement and the Reserve Fund Deposit, and (ii) second, to maintain a balance in the Reserve Fund equal to the Reserve Fund Deposit; and third, to the Class I-A-1, Class I-A-2 and Class I-A-3 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Principal Amount for the Group I Senior Certificates for such Distribution Date, to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: first, to the Class II-A-1 Certificates the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class II-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls and Net Deferred Interest allocable thereto; second, to the Class III-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 II Available Funds; and third, to the Group 1 Senior Class II-A-1 Certificates, in reduction of the Group 1 Current Principal Amount thereof, the Senior Optimal Principal Amount for the Group II Senior Certificates for such Distribution Date Date, to the extent of remaining Group 1 II Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: first, to the Group 2 Senior Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; second, to the Group 2 Senior Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following order, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (Ciii) Except as provided in clauses (Div) and (Ev) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 I Available Funds and Group 2 II Available Funds after the distributions in clauses (Ai) and (Bii) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's ’s Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I Available Funds and Group II Available Funds. (Div) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1 or Group 2 Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' ’ respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Class of Senior CertificatesCertificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dvii) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Ev) If on any Distribution Date on which the aggregate Current Principal Amount of any Class the Group I Senior Certificates or Classes of Group II Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class the Group I Senior Certificates or Classes of Group II Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i) and (ii) above on any Distribution Date, the remaining Group I Available Funds or Group II Available Funds are less than the related Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates, on a pro rata basis, on the basis of such reduced amount. (c) In addition, on the Distribution Date occurring in October 2005, the Class R-1, Class R-2 and Class R-3 Certificates will each be paid $50 from funds deposited into the Distribution Account by the Depositor on the Closing Date to be applied in reduction of the Current Principal Amount of each of the Class R Certificates. (d) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-3 Certificates; provided, that if on any Distribution Date there are any Group I Available Funds or Group II Available Funds remaining after payment of interest and principal to a Class or Classes of certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-3 Certificates. (e) For any Distribution Date, “pro rata” distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, “pro rata” distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (f) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (g) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and Net Deferred Interest and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (h) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed monthly on each Distribution Date, commencing in January 2002August 2001, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) On each Distribution Date, the Group 1 Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 Available Funds will be distributed in the following order of priority among the Group 1 Senior Certificates: firstFIRST, to the Group 1 Senior Certificates, including Component X-1-I of the Class IX-1 Certificates and Component X-2-A I of the Class X-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Group 1 Senior Certificates, including Component X-1-I of the Class IX-1 Certificates and Component X-2-A I of the Class X-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 Available Funds; thirdTHIRD, sequentially, in the following order, to the Class R-I, Class R-II and Class I-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 1 Senior Certificates, the Group 1 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates has Amounts thereof have been reduced to zero.; (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 Available Funds will be distributed to the Group 2 Senior Certificates as follows: firstFIRST, to the Group 2 Senior Certificates, including Component X-1-II of the Class X-1 Certificates and Component X-2-II of the Class X-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; secondSECOND, to the Group 2 Senior Certificates, including Component X-1-II of the Class X-1 Certificates and Component X-2-II of the Class X-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 Available Funds; third, sequentially, in the following orderTHIRD, to the Class R-I, Class R-II and Class II-A Certificates, in reduction of the Current Principal Amounts thereof, the Group 2 Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 Available Funds, until the Current Principal Amounts Amount of Class II-A Certificates has been reduced to zero; FOURTH, on the Distribution Date occurring in July 2006, to the Class XP Certificates, in reduction of the current Principal Amount thereof, until the Current Principal Amount thereof have has been reduced to zero; (C) On each Distribution Date prior to the Cross-Over Date, the Group 3 Available Funds will be distributed to the Group 3 Senior Certificates as follows: FIRST, to the Class S Certificates, the Accrued Certificate Interest on such Class for such Distribution Date, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates; SECOND, to the Group 3 Senior Certificates, including Component X-1-III of the Class X-1 Certificates and Component X-2-III of the Class X-2 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date; THIRD, to the Group 3 Senior Certificates, including Component X-1-III of the Class X-1 Certificates and Component X-2-III of the Class X-2 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 3 Available Funds; FOURTH, to the Class III-A-1 Certificates and the Class III-A-2 Certificates on a PRO RATA basis, based on the Current Principal Amounts thereof, in reduction of the Current Principal Amounts thereof, the Group 3 Optimal Principal Amount for such Distribution Date to the extent of remaining Group 3 Available Funds, until the Current Principal Amounts of the Class III-A-1 Certificates and Class III-A-2 Certificates have been reduced to zero. (D) Except as provided in (DE) and (EF) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 1, Group 2 and Group 2 3 Available Funds after the distributions in (A), (B) and (BC) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4B- 4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (DE) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 1, Group 2 or Group 2 3 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; providedPROVIDED, howeverHOWEVER, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.207.00% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%Date, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (DE) will not be made. (EF) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities FIRST and SECOND of clauses (a)(i)(A) and (B) and priorities FIRST, SECOND and THIRD of clause (a)(i)(C) above on any Distribution Date, the remaining Group 1, Group 2 or Group 3 Available Funds are less than the sum of the Group 1, Group 2 or Group 3 Senior Optimal Principal Amounts such amount shall be reduced, and such remaining funds will be distributed on the related Senior Certificates on the basis of such reduced amount. (c) On each Distribution Date, any Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be withdrawn from the Certificate Account and distributed by the Trustee to the Holders of the Class XP Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class XP Certificates shall not reduce the Certificate Principal Balances thereof. (d) Pro rata" distributions among Classes of Certificates will be made in proportion to the then Current Principal Amount of such Classes. (e) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-II Certificates; provided that if on any Distribution Date there are any Group 1, Group 2 or Group 3 Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, PRO RATA, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-II Certificates. (f) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount of such Certificate has been reduced to zero. (g) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfall and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (h) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 20022005, in an aggregate amount equal to the sum of the Available Funds on deposit in the Distribution Account and, in the case of Loan Group I, Loan Group II and Loan Group III, the Pre-Funding Account to the extent of funds on deposit therein, for such Distribution Date. (i) . On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (Ai) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: first, to the Class I-A A-1, Class I-X-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, Accrued Certificate Interest on the Class I-A-1, Class I-X-1, Class R-I, Class R-II and Class R-III Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A-1, Class I-X-1, Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; third, to the Class R-I, Class R-II and Class R-III Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Amount for the Group I Senior Certificates for such distribution date, to the extent of remaining Group I Available Funds, until the Current Principal Amounts of each such class has been reduced to zero; and fourth, to the Class I-A-1 Certificates, in reduction of the Current Principal Amount thereof, the remaining Group I Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group I Available Funds, until the Current Principal Amount of such Class has been reduced to zero. (ii) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows: first, to the Class II-A-1, Class II-X-1, Class II-A-2, Class II-X-2, Class II-A-3 and Class II-X-3 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class II-A-1, Class II-X-1, Class II-A-2, Class II-X-2, Class II-A-3 and Class II-X-3 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class II-A-1, Class II-X-1, Class II-A-2, Class II-X-2, Class II-A-3 and Class II-X-3 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and third, to the Class II-A-1, Class II-A-2 and Class II-A-3 Certificates, in reduction of the Current Principal Amounts thereof, the Group II Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (iii) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: first, to the Class III-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class III-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class IIII-A A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 III Available Funds; and third, to the Group 1 Senior Class III-A-1 Certificates, in reduction of the Current Principal Amount thereof, the Group 1 III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 1 III Available Funds, until the Current Principal Amount of the Group 1 Senior Certificates such Class has been reduced to zero. (Biv) On on each Distribution Date prior to the Cross-Over Date, the Group 2 IV Available Funds will be distributed to the Group 2 IV Senior Certificates as follows: first, to the Group 2 Senior Class IV-A-1 Certificates, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, Accrued Certificate Interest on the Class IV-A-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Class IV-A-1 Certificates, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 IV Available Funds; and third, sequentially, in the following order, to the Class RIV-I, Class R-II and Class II-A A-1 Certificates, in reduction of the Current Principal Amounts Amount thereof, the Group 2 IV Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 IV Available Funds, until the Current Principal Amounts thereof have Amount of such Class has been reduced to zero;. (Cv) Except as provided in clauses (Dvi) and (Evii) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group 1 I, Group II, Group III and Group 2 IV Available Funds after the distributions in clauses (Ai), (ii), (iii) and (Biv) above will be distributed sequentially, in the following order, to the Class M-1, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 B-5, Class B-6 and Class B-6 B-7 Certificates, in each case up to an amount equal to and in the following order: (aA) the Accrued Certificate Interest thereon for such Distribution Date, (bB) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (cC) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I, Group II, Group III, Group IV Available Funds. (Dvi) On each Distribution Date prior to the Cross-Over Date, Date but after the reduction of the Current Principal Amount of all of the Group 1 or Group 2 Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups (other than the Interest Only Certificates) will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Class of Senior CertificatesCertificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentage equals or exceeds 6.20% Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (Dvi) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates. (Evii) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group and any Subordinate Certificates are still outstanding outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (iA) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates (other than the Interest Only Certificates) in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its the related Loan Group, and (iiB) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates. (b) If, after distributions have been made pursuant to priorities first and second of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution Date, the remaining Group I, Group II, Group III or Group IV Available Funds are less than the Group I, Group II, Group III and Group IV Senior Optimal Principal Amounts, respectively, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates (other than the Interest Only Certificates), on a pro rata basis, on the basis of such reduced amount. (c) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-III Certificates; provided that if on any Distribution Date there are any Group I, Group II, Group III or Group IV Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-III Certificates. (d) For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, "pro rata" distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date. (e) No Accrued Certificate Interest will be payable with respect to any Class of Certificates after the Distribution Date on which the Current Principal Amount or Notional Amount of such Certificate has been reduced to zero. (f) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest portion of Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments. (g) The expenses and fees of the Trust shall be paid by each of the REMICs, to the extent that such expenses relate to the assets of each of such respective REMICs, and all other expenses and fees of the Trust shall be paid pro rata by each of the REMICs.

Distributions on the Certificates. (a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in January 2002September 2007, in an aggregate amount equal to the sum of the related Available Funds on deposit in the Distribution Account for such Distribution Date. (i) . In addition, on the Distribution Date occurring in September 2007, the Class R-I Deposit will be distributed to the Holders of the Class R-I Certificates, the Class R-II Deposit will be distributed to the Holders of the Class R-II Certificates and the Class R-III Deposit will be distributed to the Holders of the Class R-III Certificates. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows: (i) With respect to the Group I Certificates: (A) On on each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among to the Group 1 I Senior CertificatesCertificates as follows: first, to the Class I-A A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class Classes for such Distribution Date. As described below, accrued interest on the Class I-A-1 Certificates and Class I-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class I-A A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds; and third, to the Group 1 Senior Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Group 1 Current Principal Amounts thereof, the Senior Optimal Principal Amount for the Group I Senior Certificates for such Distribution Date Date, to the extent of remaining Group 1 I Available Funds, until the Current Principal Amount Amounts of the Group 1 Senior Certificates has such Classes have been reduced to zero. (B) On on each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to the Group 2 II Senior Certificates as follows: first, to the Group 2 Senior Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class II-A-1 Certificates and Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Group 2 Senior Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 II Available Funds; and third, sequentially, in the following order, to the Class RII-I, Class R-II A-1 Certificates and Class II-A A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Principal Amount for the Group 2 II Senior Certificates for such Distribution Date, to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero. (C) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows: first, to the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto; second, to the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and third, to the Class III-A-1 Certificates and Class III-A-2 Certificates on a pro rata basis, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group 2 III Available Funds, until the Current Principal Amounts thereof have been reduced to zero; (C) Except as provided in (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution Date, in each case, to the extent of remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, but after the reduction of the Current Principal Amount of the Group 1 or Group 2 Senior Certificates to zero, the remaining Class or Classes of Senior Certificates will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class of Senior Certificates; provided, however, that if (A) the weighted average Subordinate Percentage equals or exceeds 6.20% on such Distribution Date and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made. (E) If on any Distribution Date on which the aggregate Current Principal Amount of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of Senior Certificates in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.,

Distributions on the Certificates. (a) Interest and principal on the Certificates will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in January 2002April 2006, as instructed by the Master Servicer, in an aggregate amount equal to the sum of the Available Funds for such Distribution Date. (i) . On each Distribution Date, the Available Funds shall be distributed as follows: (A) On each Distribution Date prior to the Cross-Over Date, the Group 1 I Available Funds will be distributed in the following order of priority among the Group 1 Senior CertificatesI Certificates except as otherwise noted: first, to the Class I-A A1 Certificates, Class I-A2 Certificates and Class A-R Certificates, pro rata, the Accrued Certificate Interest on such each Class of Class I-A Certificates for such Distribution Date. As described below, Accrued Certificate Interest on the Group I Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated to the Group I Certificates as described below; second, to the Class I-A A1 Certificates, Class I-A2 Certificates and Class A-R Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 1 I Available Funds, any shortfall in available amounts being allocated to the Group I Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each Class of Group I Certificates for such Distribution Date; and third, to the Group 1 Senior Class I-A1 Certificates, Class I-A2 Certificates and Class A-R Certificates, pro rata, in reduction of the Class Certificate Balances thereof, the Group 1 Optimal I Senior Principal Distribution Amount for such Distribution Date to the extent of remaining Group 1 I Available Funds, until the Current Principal Amount Class Certificate Balances of the Group 1 Senior Certificates has such Classes have been reduced to zero. (B) On each Distribution Date prior to the Cross-Over Date, the Group 2 II Available Funds will be distributed to in the following order of priority among the Group 2 Senior II Certificates except as followsotherwise noted: first, to the Group 2 Senior Class II-A1 Certificates and Class II-A2 Certificates, pro rata, the Accrued Certificate Interest on such each Class of Class II-A Certificates for such Distribution Date. As described below, Accrued Certificate Interest on each class of Group II-A Certificates is subject to reduction in the event of certain interest shortfalls allocable thereto. Any interest shortfalls shall be allocated to the Group II Certificates as described below; second, to the Group 2 Senior Class II-A1 Certificates and Class II-A2 Certificates, pro rata, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group 2 II Available Funds, any shortfall in available amounts being allocated to the Class II Senior Certificates in proportion to the amount of such Accrued Certificate Interest remaining undistributed for each class of Group II Certificates for such Distribution Date; and third, sequentially, in the following order, to the Class RII-I, Class R-II A1 Certificates and Class II-A A2 Certificates, pro rata, in reduction of the Current Principal Amounts Class Certificate Balances thereof, the Group 2 II Senior Optimal Principal Distribution Amount for such Distribution Date to the extent of remaining Group 2 II Available Funds, until the Current Principal Amounts thereof Class Certificate Balances of such Classes have been reduced to zero;. (C) Except as provided On each Distribution Date on or prior to the Credit Support Depletion Date, an amount equal to the sum of the remaining Group I Available Funds and Group II Available Funds after the distributions in clauses (A) and (B) above and after any distributions required to be made pursuant to clauses (D) and (E) below, on each Distribution Date prior to the Cross-Over Date, an amount equal to any remaining Group 1 and Group 2 Available Funds after the distributions in (A) and (B) above will be distributed sequentially, in the following order, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 B-2 and Class B-6 B-3 Certificates, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (c) such Class's Allocable Share Subordinate Principal Distribution Amount for such Distribution Date, in each case, case to the extent of the remaining Available Funds. (D) On each Distribution Date prior to the Cross-Over Date, Credit Support Depletion Date but after the reduction of the Current Principal Amount aggregate Class Certificate Balance of the Group 1 or Group 2 related Senior Certificates of a related Loan Group to zero, the remaining Class or Classes of related Senior Certificates will be entitled to receive in reduction of their Current Principal AmountsClass Certificate Balances, pro rata rata, based upon their Current Principal Amounts respective Class Certificate Balances immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates' respective Loan Group allocated to such Group of Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates; provided, however, that if both (Aa) the weighted average of the Subordinate Percentage equals or exceeds 6.20200% of the original weighted average of the Subordinate Percentage as of the Closing Date on such or after the Distribution Date in April 2009 and (Bb) the aggregate Scheduled Stated Principal Balance of the Mortgage Loans delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust)more, averaged over the last six months, as a percentage of the sum aggregate Class Certificate Balance of the aggregate Current Principal Amount of the Subordinate Class M Certificates and Class B Certificates, does not exceed 100%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be mademade and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid class or classes of Senior Certificates will be allocated to the Subordinate Certificates. (E) If on any Distribution Date on which the aggregate Current Principal Amount Class Certificate Balance of any Class or Classes of Senior Certificates would be greater than the aggregate Scheduled Stated Principal Balance of the Mortgage Loans in its related Loan Group (the amount of such excess, the "Undercollateralized Amount," and any such Class or Classes of Senior Certificates, the "Undercollateralized Senior Certificates") and any Subordinate Certificates are still outstanding in each case after giving effect to distributions to be made on such Distribution Date, (i) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to such Class or Classes of the Undercollateralized Senior Certificates in reduction of the Current Principal Amounts Class Certificate Balances thereof, until the aggregate Current Principal Amount Class Certificate Balance of such Class or Classes of Undercollateralized Senior Certificates is an amount equal to the aggregate Scheduled Stated Principal Balance of the Mortgage Loans in its related Loan Group, and (ii) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Undercollateralized Senior Certificates pursuant to clause first of clauses (A) or (B) above, as applicable, in an amount equal to the Accrued Certificate Interest at the Pass-Through Rate for such Class or Classes of Undercollateralized Senior Certificates for such Distribution Date on the excess of (x) the aggregate Current Principal Balance of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in a balance equal to the related Loan GroupUndercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated to the Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates, in reverse order that order. On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class A-R Certificates; provided that if on any Distribution Date on and after the Credit Support Depletion Date there are any Group I or Group II Available Funds remaining after payment of interest and principal to a Class or Classes of Senior Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Class Certificate Balances, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class A-R Certificates. In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such amounts into the Master Servicer Collection Account pursuant to Section 4.01(a). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Subordinate Certificates numerical designations, commencing with the highest payment priority to which Realized Losses have been allocated, including any Class B-6 of Subordinate Certificates to which a Realized Loss was previously allocated and whose Class Certificate Balance has been reduced to zero, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02. The amount of any remaining Subsequent Recoveries will be applied to increase the Class Certificate Balance of the Class of Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 6.02, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate 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 Class Certificate Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (F) Any Prepayment Penalties shall be distributed to the Class P Certificates.