Common use of Flow of Funds Clause in Contracts

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to any Insured Payments under the Fixed Rate Group ICertificate Insurance Policy, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to the Fixed Rate Group I and the Fixed Rate Group I Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Pre-Funding Account applicable to the Fixed Rate Group and the Fixed Rate Group Capitalized Interest Requirement. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to any Insured Payments under the Adjustable Rate Group IICertificate Insurance Policy, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Pre-Funding Account applicable to the Adjustable Rate Group and the Adjustable Rate Group Capitalized Interest Requirement. (b) On Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers allocations (based solely on information provided by the Servicer in writing), disbursements and transfers for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received Account, (A) the Trustee Fee shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for each Home Equity Loan Group for such Payment Date shall be paid to the Certificate Insurer; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group Iand Payment Date plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) to the applicable Home Equity Loan Group in the following order of priority: 1. To (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the Trusteepayment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Group (net of the related Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Premium Amount) and shall be paid as part of the Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the A Distribution DateAmount, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount first pursuant to clause C. (b)(iii)(A) below. B. With respect , and then pursuant to amounts in clause (b)(iii)(B) or (C) below (the Certificate Account received amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group II: 1. To and the Trustee, the Trustee Fee and any Transition Expenses for "Adjustable Rate Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received Available Funds Shortfall" with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of Group I Certificatesthe Certificate Insurer, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. C. With (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account received with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I and Group II: 1. ConcurrentlyI, to the Senior Certificates Owners of the Class A-1 Certificates, the Class A-1 Current Interest thereon until the Class A-1 Certificate Termination Date; (B) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Class A-1 Certificates, the Group I Principal Distribution Amount until the Class A-1 Certificate Termination Date. (C) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Class A-2 Current Interest until the Class A-2 Certificate Termination Date; and (D) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Group II Principal Distribution Amount until the Class A-2 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-2 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s 's Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each To the Class of Group II A-7 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I1, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I1, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I 1 and the Group I 1 Monthly Remittance Amount remitted by the Servicer; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and distribute such amount to the Supplemental Interest Trustee for deposit in the Swap Account and distribution pursuant to Section 7.12. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II2, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II2, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II 2 and the Group II 2 Monthly Remittance Amount remitted by the Servicer; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) and distribute such amount to the Supplemental Interest Trustee for deposit in the Swap Account and distribution pursuant to Section 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I1: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.1. 2. Concurrently, to each Class of To the Group I 1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II2: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II2. 2. Concurrently, to each Class of Group II 2 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II 2 Certificates on a pro rata basis based on each Group II 2 Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II 2 Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I 1 and Group II2: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of To the Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account: (i) with respect to the Group I Mortgage Loans, without duplication, upon receipt, each Group I Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with respect to Group I, any amounts received by the proceeds of any liquidation of Trustee in connection with the assets termination of the Trust insofar as such assets amounts relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer.Mortgage Loans; and (ii) The Trustee shall deposit in with respect to the Certificate Account Group II Mortgage Loans, without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the each Group II Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust, insofar as such amounts relate to the Group II Mortgage Loans. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), Group I Available Funds and from amounts deposited in the Certificate Account pursuant to subsection (a) Group II Available Funds in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, the Trustee shall pay first, to itself the related Trustee's Fee then due; (ii) [Reserved]; (iii) second, the Trustee shall allocate the following amounts in the following order of priority: (A) from the Available Funds then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteeeach Group, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, lesser of (x) the Available Funds with respect to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With and (y) the Insured Distribution Amount with respect to amounts such Group shall be allocated to the Class A Distribution Account with respect to such Group; (B) from the remaining Available Funds then on deposit in the Certificate Account received with respect to Group II: 1. To the Trusteeeach Group, the Trustee Fee lesser of (x) such remaining Available Funds, and any Transition Expenses for (y) the excess of (i) the Insured Distribution Amount with respect to the other Group II. 2. Concurrently, over (ii) the amount then on deposit in the Class A Distribution Account with respect to each Class of such Group II Certificates(such excess, the related "Insured Shortfall" with respect to such Group), shall be allocated to the Class Monthly Interest Amount and any related Class Interest Carryover Shortfall A Distribution Accounts for the Distribution Date, allocated among each such Class of Group II Certificates other Group; (C) (i) from the remaining Available Funds then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to each Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate GroupsInsurer, the related Class Monthly Interest lesser of (x) such remaining Available Funds with respect to each Group and (y) the Premium Amount and any related Class Interest Carryover Shortfall Reimbursement Amount then due to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Certificate Insurer;

Flow of Funds. (ia) The On each Distribution Date, the Trustee shall deposit retain in the Certificate Account without duplicationDistribution Account, upon receipt, with respect to Group Iand shall distribute, the proceeds of any liquidation Total Distribution Amount (net of the assets Trustee Fee, any Retained Interest and the Pool PMI Insurance Premiums, if any, (and related amounts, which will generally not exceed [0.01]% of the Trust insofar as monthly premium)) to Holders of the Certificates, in the amounts and priorities specified in this Section and shall allocate such assets relate to Group I, all remittances made amount to the Trustee pursuant to Sections 8.08(e)Interests issued in respect of REMIC [1], 8.09 REMIC [2] and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit REMIC [3] as set forth in the Certificate Account without duplication, upon receipt, with respect Preliminary Statement to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicerthis Agreement. (b) On each Distribution Date, the Trustee shall make distribute the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) Interest Remittance Amount for such date in the following order of priority, and : [to be provided as applicable] (c) On each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the TrusteeDistribution Date, the Trustee Fee shall distribute the Principal Distribution Amount in the following order of priority: [to be provided as applicable] (d) On each Distribution Date, the Trustee shall distribute the Excess Cashflow, together with (to the extent specified below) amounts received in respect of the Cap Agreement or received as proceeds from the sale of any Excess Cap Amount for such Distribution Date and amounts on deposit in the Reserve Fund, in the following order of priority: [to be provided as applicable] (e) On each Distribution Date, the Trustee shall distribute from amounts remaining in the Reserve Fund after application pursuant to Section 6.05(d) the amount of any Transition Expenses Loss Amount not distributed pursuant to Section 6.05(d)(iv), to the LIBOR Certificates, in reduction of their Class Principal Balances, in the order of priority specified in clauses (i) and (ii), as applicable, of Section 6.05(d). (f) On each Distribution Date, the Trustee shall distribute the Class [P] Distribution Amount for Group I.such date to the Class [P] Certificates. 2. Concurrently(g) On the Termination Date, the Trustee shall distribute to each Class of Group I Certificates, Certificates the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant amounts set forth in Section 10.02 hereof as follows: [to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.be provided as applicable]

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. ; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (iiother than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) The and distribute such amount to the Supplemental Interest Trustee shall for deposit in the Certificate Swap Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee and distribution pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Expenses. 2. Concurrently, to each Class of Group I Senior Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Senior Certificates on a pro rata basis based on each Group I Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Senior Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlySequentially, to each the Class of Group II X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 4. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, sequentially, to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero; provided, that notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero and the Overcollateralization Amount is equal to zero, then the Principal Distribution Amount shall be distributed to the Senior Certificates, pro rata, based on their respective Certificate Principal Balances. 5. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 13. To the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 14. To the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 15. To the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 16. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 4 through 15 above. 17. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, in each case, first (a) any related Class Interest Carryover Shortfall for and then (b) any related Class Principal Carryover Shortfall. 18. To the Net WAC Cap Carryover Reserve Fund, the lesser of (a) the Class X-IO Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and (b) the WAC Excess which amount shall be accounted for as distributed to the Class Interest Carryover Shortfall without priority among such Group II CertificatesX-IO Certificates for U.S. federal income tax purposes. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 119. Concurrently, to the Senior Certificates in both Certificate GroupsCertificates, pro rata, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 20. Sequentially, to the Class Monthly X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 21. To the Supplemental Interest Amount Trustee, for deposit in the Swap Account, any Swap Termination Payments resulting from a Swap Provider Trigger Event for payment pursuant to Section 7.12(viii). 22. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. clause 1 above. 23. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause 18 above. 24. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Class X-IO and Class R Certificates pursuant to this Section 7.03. (d) On each Distribution Date, allocated among each such Class the Trustee shall withdraw (subject to the terms of Senior Certificates pro rata Section 10.03(j) hereof, based solely on information provided to it electronically or in writing by the Servicer) an amount that would have been distributed equal to each such Class any Prepayment Charges then on deposit in the absence Certificate Account and shall distribute such amounts to the Class P Certificates. On the first Distribution Date following the expiration of the latest prepayment term with respect to the related Home Equity Loans and if funds are available on such shortfalldate, the Class P Certificates shall be entitled to its outstanding Certificate Principal Balance prior to any distributions pursuant to Section 7.03(b)(23) on such Distribution Date.

Flow of Funds. (a) On each Remittance Date, the Trustee shall deposit to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Mortgage Loan Group, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to such Mortgage Loan Group, together with the Monthly Remittance Amount with respect to such Mortgage Loan Group Iremitted by the Master Servicer or any Sub-Servicer and (ii) on the Payment Dates occurring in [__________, all remittances made to _____], [__________, _____] and [__________, _____], as applicable, (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Sections 8.08(e)Section 7.4(d) hereof, 8.09 and 8.10 with respect to Group I and (y) the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II Capitalized Interest Requirement and the Group II Monthly Remittance Amount remitted by Capitalized Interest Requirement to be transferred on such Payment Dates from the ServicerCapitalized Interest Account, pursuant to Section 7.4(e) hereof with respect to such Mortgage Loan Group and (z) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.4(c) hereof with respect to such Mortgage Loan Group. (b) On each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant with respect to subsection (a) each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (A) first, from amounts then on deposit in the Certificate Account received with respect to such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee's Fees then due to it with respect to such Mortgage Loan Group; (B) second, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Certificate Insurer the related Premium Amount for such Payment Date; (C) third, from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Servicing Fees then due to it, to the extent not previously received by the Master Servicer pursuant to Sections 8.8(c)(i) or 8.9(a) hereof; (D) fourth, on each Payment Date, the Trustee shall allocate the Total Monthly Excess Cashflow with respect to each Mortgage Loan Group Iin the following order of priority: 1. To first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Trusteerelated Mortgage Loan Group in an amount equal to the excess, if any, of (x) the Trustee Fee and any Transition Expenses related Insured Distribution Amount for such Payment Date over (y) the Available Funds with respect to such Mortgage Loan Group I.for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group); 2. Concurrentlysecond, any portion of the Total Monthly Excess Cashflow with respect to each Class of such Mortgage Loan Group I Certificates, remaining after the related Class Monthly Interest Amount and application described in clause (1) above shall be allocated against any related Class Interest Carryover Available Funds Shortfall for with respect to the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates.other Mortgage Loan Group; 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in third, any portion of the Certificate Account received Total Monthly Excess Cashflow with respect to such Mortgage Loan Group II: remaining after the allocations described in clauses (1. To the Trustee, the Trustee Fee ) and any Transition Expenses for Group II. (2. Concurrently, ) above shall be paid to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; 4. fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group I remaining after the allocations described in clauses (1), (2) and Group II: 1. Concurrently, (3) above shall be paid to the Senior Certificates Certificate Insurer in both Certificate Groups, the related Class Monthly Interest respect of any Reimbursement Amount and any related Class Interest Carryover Shortfall with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.other Mortgage Loan Group;

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in into the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Group I 1 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Group II 2 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess Cashflow with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(C) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Group 1 Principal Distribution Amount or Group 2 Principal Distribution Amount, as the case may be, and without any remaining amounts in the Certificate Account received Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the "Group II: 1. Concurrently, 1 Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Group 2 Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (i) The Trustee shall deposit in to the Certificate Account with respect to each Mortgage Loan Group, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Master Servicer. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Group I Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to the Upper-Tier Group III Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of Trustee shall transfer the assets of Lower-Tier Group II Distribution Amount from the Trust insofar as such assets relate to Group II, all remittances made Certificate Account to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Upper-Tier Group II and the Group II Monthly Remittance Amount remitted by the ServicerDistribution Account. (b) On With respect to the Upper-Tier Group I Distribution Account on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), from amounts deposited in the Certificate Account Group I Interest Remittance Amount transferred thereto pursuant to subsection (a) ), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. With respect (i) First, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee portion of the Trustee's Fee and any Transition Expenses for relating to Group I.I; 2. Concurrently(ii) Second, to each the Owners of the Class of A Certificates related to Group I CertificatesI, the related Class Monthly A Current Interest Amount and any plus the related Class A Interest Carryover Shortfall for the Distribution Date, allocated among Carry Forward Amount with respect to each such Class of Group I Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Class A Certificates; provided, that if the Group I Certificates. 3. The remaining amount pursuant Interest Amount Available is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group II: 1. To the TrusteeI, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly I Interest Amount and any Available will be distributed among the outstanding Classes of Class A Certificates related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the aggregate amount that would have been distributed to of interest due on each such Class, and the amount of the shortfall will be carried forward; (iii) Third, to the extent of the Group I Interest Remittance Amount then remaining, to the Owners of the Class in the absence of such shortfall.M-1

Flow of Funds. (ia) The Trustee shall on each Payment Date, deposit in to the Certificate Account with respect to each Group, without duplication, (a) upon receipt, with respect any Insured Payments relating to Group Isuch Group, (b) the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Iand (c) from the Spread Account, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I lesser of the balance thereof and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerAggregate Class A Shortfall. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely of the remaining amount then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant with respect to subsection (a) each Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With (i) from amounts then on deposit in the Certificate Account, to the Trustee, an amount equal to the Trustee's Fees then due to it with respect to each Group; (ii) from amounts then on deposit in the Certificate Account, to the Certificate Insurer the related Premium Amount for such Payment Date; (iii) from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Servicing Fees then due to it, to the extent not previously received by the Master Servicer; (iv) from amounts then on deposit in the Certificate Account with respect to such Group, to the Holders of the related Class A Certificates, pro rata, their respective Interest Distribution Amount for such Payment Date; (v) from amounts then on deposit in the Certificate Account with respect to such Group, to the Holders of the related Class A Certificates, their respective Interest Carry Forward Amount; (vi) from amounts then on deposit in the Certificate Account with respect to such Group, for allocation to the Holders of the Class A Certificates of the other Group, an amount equal to any shortfall in the full amount of the Class A Current Interest for such other Group I:with respect to such Payment Date, after taking into account the allocation of amounts then on deposit in the Certificate Account for the other Group on such Payment Date; 1. To (vii) from amounts then on deposit in the Certificate Account with respect to such Group, for allocation to the Holders of the Class A Certificates of the other Group, an amount equal to any shortfall in the full amount of the Interest Carry Forward Amount for such other Group with respect to such Payment Date, after taking into account the allocation of amounts then on deposit in the Certificate Account for the other Group on such Payment Date; (viii) from amounts then on deposit in the Certificate Account with respect to such Group, to the Holders of the related Class A Certificates, as a distribution of principal, the Principal Distribution Amount with respect to such Group for such Payment Date; (ix) from amounts then on deposit in the Certificate Account with respect to such Group, to the Holders of the Class A Certificates of the other Group, an amount equal to the shortfall in the full amount of the Principal Distribution Amount for such other Group with respect to such Payment Date, after taking into account the allocation of amounts then on deposit in the Certificate Account for the other Group on such Payment Date; (x) from amounts then on deposit in the Certificate Account with respect to such Group, to the Certificate Insurer, the Reimbursement Amount, if any, then due to it with respect to such Group; (xi) from amounts then on deposit in the Certificate Account with respect to such Group, to the Certificate Insurer, the Reimbursement Amount for the other Group, if any, then due to it after taking into account the allocation of amounts then on deposit in the Certificate Account for the other Group on such Payment Date; (xii) from amounts then on deposit in the Certificate Account to the Spread Account, until the Spread Account Requirement is satisfied; (xiii) from amounts then on deposit in the Certificate Account with respect to such Group, to the Master Servicer, to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances, and accrued and unpaid Servicing Fees as of such Payment Date; (xiv) from amounts then on deposit in the Certificate Account with respect to such Group, to the Trustee, to the Trustee Fee extent of any unreimbursed expenses owed to it; (xv) to pay the holders of the Class A-2 Certificates the Class A-2 Available Funds Cap Carryover Amount; and (xvi) all remaining monies then on deposit in the Certificate Account to the Holders of the Class R Certificates. (c) Notwithstanding paragraph (b) above, on any Payment Date during the continuance of any Certificate Insurer Default, no Premium Amounts or Reimbursement Amounts shall be paid to the Certificate Insurer unless the Certificate Insurer or its custodian, trustee, agent, receiver or similar official continues to make payment under the Certificate Insurance Policy, and any Transition Expenses for amounts otherwise payable to the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as the Group I. 2Available Funds with respect to the related Group, as appropriate. Concurrently, to each Class of Group I CertificatesOn any Payment Date wherein such Certificate Insurer Default has been cured, the related Premium Amounts or Reimbursement Amount shall be paid to the Certificate Insurer. (d) Notwithstanding any of the foregoing provisions, the aggregate amount distributed to the Holders of any Class Monthly Interest Amount and any related Class Interest Carryover Shortfall A Certificates on account of principal shall not exceed the Certificate Balance for the Distribution Date, allocated among related Class. (e) All distributions made to the Class A-1 Certificateholders and the Class A-2 Certificateholders or the Class R Certificateholders as a Class on each such Class of Group I Certificates Payment Date will be made on a pro rata basis among the Certificateholders on the next preceding Record Date based on each Group I Certificate’s the Percentage Interest represented by their respective Certificates, and shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if, in the case of a Class Monthly Interest Amount and A Certificateholder, such Certificateholder shall own of record Certificates of the same Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts which have denominations aggregating at least $5,000,000 appearing in the Certificate Account received with respect Register and shall have provided complete wiring instructions at least five Business Days prior to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Record Date, allocated among each and otherwise by check mailed to the address of such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts Certificateholder appearing in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallRegister.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.08(d)(i) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.08(d)(i) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) concurrently, to amounts in the Trustee and the Certificate Account received with respect to Group I: 1. To the TrusteeInsurer, the Trustee Fee and any Transition Expenses for the related Home Equity Group I.and provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for the Distribution Date to the Certificate Insurer. 2. Concurrently, (ii) to each the related Classes of Class of Group I A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates for the Distribution Date. (iii) to the related Classes of Class A Certificates, an amount up to the related Class A Principal Distribution Amount in the following order of priority: (A) With respect to the Home Equity Loan Group relating to the Group I Certificates, the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed as follows: (1) to the Certificateholders of the Class A-6 Certificates, an amount equal to the Class A-6 Lockout Distribution Amount until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; and (2) The remainder as follows: first, to the Class A-1 Certificateholders until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero; second, to the Class A-2 Certificateholders until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero; third, to the Class A-3 Certificateholders until the Certificate Principal Balance of the Class A-3 Certificates is reduced to zero; fourth, to the Class A-4 Certificateholders until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; fifth, to the Class A-5 Certificateholders until the Certificate Principal Balance of the Class A-5 Certificates is reduced to zero; and sixth to the Class A-6 Certificate holders until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, during the continuance of a Certificate Insurer Default, if there is a Collateralization Deficit with respect to the Group I Certificates, then the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed pro rata to the Certificateholders of the Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. (B) With respect to amounts in the Certificate Account received with respect Home Equity Loan Group relating to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A Principal Distribution Amount and any related Class Interest Carryover Shortfall for applicable to the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates.Group 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. (iv) Concurrently, to the Senior Trustee and the Certificate Insurer, any unpaid Trustee Fee and any unpaid Transition Expenses for the unrelated Home Equity Group and provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any unpaid Premium Amount for the unrelated Class or Classes of Class A Certificates in both for the Distribution Date to the Certificate GroupsInsurer. (v) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, the amount of the Available Funds Shortfall with respect to the other Home Equity Loan Group, allocated to Current Interest on such Classes, to the extent of any shortfall in Current Interest, and then to principal (allocated in the same order of priority as provided in clause (iii) above);. (vi) To the Certificate Insurer, in the following order of priority, the sum of: (1) Any Reimbursement Amount owed to the Certificate Insurer with respect to the related Classes of Class Monthly Interest A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocations shall follow immediately after clause (vii) below; and (2) Any unpaid Reimbursement Amount owed to the Certificate Insurer with respect to the unrelated Classes of Class A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocations shall follow immediately after clause (viii) below. (vii) To the Classes of Class A Certificates with respect to the related Home Equity Loan Group, an amount up to the Extra Principal Distribution Amount for the related Home Equity Loan Group, until the related Target Overcollateralization Amount is reached, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (viii) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, an amount equal to any Target Deficiency for such Home Equity Loan Group remaining after the distributions above with respect to the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (ix) To the Class X-IO Certificate, the lesser of the Class X-IO Distribution Amount and the Class A-7 Interest Index Carryover, provided that, pursuant to Section 7.04 hereof, on any related Distribution Date as to which there is any unpaid Class A-7 Interest Index Carryover, the Trustee will transfer, from amounts that would otherwise be distributable to the Class X-IO Certificates pursuant to this clause, the amount of any Class A-7 Interest Index Carryover Shortfall into the Supplemental Interest Reserve Fund, for immediate transfer pursuant to this clause to the Class A-7 Certificates as payment of the Class A-7 Interest Index Carryover. (x) To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement, to the extent not paid as Transition Expenses pursuant to clauses A. (i) or (iv) above. (xi) To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above on unreimbursed Compensating Interest. (xii) To the applicable Class X-IO Certificates, an amount equal to the Class X-IO Distribution DateAmount less any amounts thereof applied pursuant to clause (ix) above. (xiii) To the Class R Certificates, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallremainder.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II II, the Closing Date Deposit and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect The Group I Monthly Interest Amount and Group II Monthly Interest Amount, respectively, are required to amounts be distributed in the Certificate Account received with respect to Group Ifollowing order of priority until such amounts have been fully distributed: 1. To first, to the Trustee, the Trustee Fee and any Transition Expenses for Group I.the related Group; 2. Concurrentlysecond, to each Class of Group I Certificatesthe Senior Certificates and the related Component for such Group, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the such Class or Component on that Distribution Date; provided, allocated however, if the interest collections for the related Group are not sufficient to make a full distribution of the Class Monthly Interest Amount and any Class Interest Carryover Shortfall with respect to the Senior Certificates and the related Component of such Group, the interest amounts for the related Group will be distributed pro rata among each such Class of Senior Certificates and the related Component of the related Group I Certificates on a pro rata basis based on each Group I Certificate’s the ratio of: (i) the Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates.for that Class or Component to (ii) the total amount of Class Monthly Interest Amount and any Class Interest Carryover Shortfall for the Senior Certificates and the related Component of the Group; 3. The remaining amount third, to the Class M-1 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; 4. fourth, to the Class M-2 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; 5. fifth, to the Class B Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; and 6. sixth, any remainder will be treated as Excess Interest of such Group and distributed pursuant to clause C. below. B. With The Principal Distribution Amount for that Distribution Date with respect to amounts each Group is required to be distributed in the following order of priority until the related Principal Distribution Amount has been fully distributed: 1. first, to the Senior Certificates (other than the related Component) of the related Group, the Senior Principal Distribution Amount for the Group, as follows: (i) the Senior Principal Distribution Amount for Group I is required to be distributed as follows: (A) first, the Class AF-6 Lockout Distribution Amount to the Class AF-6 Certificates, and (B) then, the balance of the Senior Principal Distribution Amount for Group I, sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates so that no distribution will be made to any such Class until the Certificate Account received Principal Balances of all the related Senior Certificates with a lower numeral disignation shall have been reduced to zero; provided, however, that, on any Distribution Date on which the Certificate Principal Balance of the Senior Certificates with respect to Group I is equal to or greater than the aggregate Loan Balance of the Group I Home Equity Loans, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to those Senior Certificates; and (ii) the Senior Principal Distribution Amount for Group II is required to be distributed to the Class AV Certificates until the Certificate Principal Balance of that Class has been reduced to zero; 2. second, to the Class M-1 Certificates of the Group, the Class M-1 Principal Distribution Amount for that Class; 3. third, to the Class M-2 Certificates of the Group, the Class M-2 Principal Distribution Amount for that Class; and 4. fourth, to the Class B Certificates of the Group, the Class B Principal Distribution Amount for that Class. C. Group I Monthly Interest Amounts or Group II Monthly Interest Amounts, as applicable, remaining pursuant to clause A.6 above, together with any Excess Overcollateralization Amount for the related Group, will be treated as Excess Interest and will be required to be distributed in the following order of priority until fully distributed: 1. first, the Subordination Increase Amount for the Group (other than the related Component), payable in the order of priority set forth in clauses B.1 through B.4 above; 2. second, to the Class M-1 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 3. third, to the Class M-1 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 4. fourth, to the Class M-2 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 5. fifth, to the Class M-2 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 6. sixth, to the Class B Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 7. seventh, to the Class B Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 8. eighth, for distribution to the other Group first, to the Offered Certificates of the other Group, payable in the order of priority set forth in clauses B.1 through B.4 above, to the extent that any Subordination Increase Amounts with respect to such Certificates have not otherwise been distributed in full for that Distribution Date and then, to the Offered Certificates of the other Group in accordance with the priorities set forth in clauses C.2 through C.7, to the extent that any related Class Principal Carryover Shortfalls have not otherwise been distributed in full for that Distribution Date; 9. ninth, to the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount and (b) the WAC Excess; 10. tenth, in the case of Group I, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2 and Class BF Certificates, in the order of priority set forth in clauses 2 through 5 of clause A. above, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I and, in the case of Group II, to the Class AV, Class MV-1, Class MV-2 and Class BV Certificates, payable in the order of priority set forth in clauses 2 through 5 of clause A. above, the related Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II:; 111. To the Trusteeeleventh, to the Trustee Fee and any Transition as reimbursement for all Trustee Reimbursable Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount Group incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clause A.1 above, payable first from the related Group and then from the other Group; 12. twelfth, to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest each with respect to the related Group, payable first from the related Group and then from the other Group; and 13. thirteenth, to the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses A. C. 9 through C. 12 above; provided, however, that on any Distribution Date on which the Class X-IO Distribution Amount is distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount shall instead be distributed to the Classes of Offered Certificates of the related Group (other than the related Component), such amount to be applied in reduction of the Certificate Principal Balance of such Classes in the same order of priority as the principal distribution amounts are to be applied for such related Offered Certificates pursuant to clauses B.1 through B.4 above. 14. fourteenth, to the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Distribution Date, allocated among each such Class of Senior X-IO and Class R Certificates pro rata based on the amount that would have been distributed pursuant to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Certific ate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of the Certificate Insurer, from amounts then on deposit in the Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II, the Group II Premium Amount for such Payment Date; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Fixed Rate Certificates, the related Class Monthly Fixed Rate Certificate Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each Group I such Class of Fixed Rate Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I the related Fixed Rate Certificates.; 3. The remaining amount pursuant to clause C. below. B. With respect to (B) from the amounts then on deposit in the Certificate Account received with respect to Group I, as a distribution of principal to the Owners of the related Class of Fixed Rate Certificates, the Group I Principal Distribution Amount shall be distributed sequentially as follows: (1) first, to the Owners of the Class A-1 Certificates until the Class A-1 TCertificate Termination Date; and (2) second, to the Owners of the Class A-2 Certificates until the Class A- 2 Certificate Termination Date; (C) from the amounts then on deposit in the Certificate Account with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each the Owners of the Class of Group II A-3 Certificates, the related Class Monthly A-3 Current Interest Amount and any related until the Class Interest Carryover Shortfall for A-3 Certificate Termination Date; and (D) from the Distribution Date, allocated among each such Class of Group II Certificates amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates Owners of the Class A-3 Certificates, the Group II Principal Distribution Amount until the Class A-3 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-3 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the Group I Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Fixed Rate Certificates on such Payment Date. (g) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer, (ii) on the February 1997 Payment Date, the Group I Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the February 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (ii) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer, (ii) on the February 1997 Payment Date, the Group II Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the February 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (b) On Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With (i) first, on each Payment Date from amounts then on deposit in the Certificate Account, (A) the Trustee Fee and the Trustee Reimbursable Expenses shall be paid to the Trustee, and (B) provided that no Certificate Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Certificate Insurer; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Group (net of the related Trustee Fees, the related Premium Amount, the related Trustee Reimbursable Expenses and related Current Interest) and shall be paid as part of the Principal Distribution Amount pursuant to clause (iv)(C) and (D) below (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Home Equity Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Home Equity Loan Group; (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group on a Payment Date remaining after the allocations and payments described in clause (ii) above (the "Net Monthly Excess Cashflow" for such Home Equity Loan Group and Payment Date) is required to be applied in the following order or priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment to the Owners of the related Class A Certificates of a Subordination Increase Amount included in the related Principal Distribution Amount, which shall be paid pursuant to clause (iv)(C) or (D) below, any Subordination Deficiency Amount as of such Payment Date; (B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the payment to the Owners of the Class A Certificates related to the other Home Equity Loan Group of a Subordination Increase Amount included in the other Principal Distribution Amount pursuant to clause (iv)(E) below, any Subordination Deficiency Amount, with respect to such other Home Equity Loan Group as of such Payment Date; and (C) third, any Net Monthly Excess Cashflow remaining after the application described in clauses (A) and (B) above shall be paid to the Servicer pursuant to clause (iv)(A) below to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteerelated Home Equity Loan Group, the Trustee Fee shall distribute: (A) (I) to the Certificate Insurer the amounts described in clause (ii)(C) and any Transition Expenses for Group I.(D) above and (II) to the Servicer the amounts described in clause (iii)(C) above; 2. Concurrently, (B) to the Owners of each Class of Group I related Class A Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the proceeds of any related Class Interest Carryover Shortfall for Insured Payments made by the Distribution Date, allocated among each such Class of Group I Certificates Certificate Insurer) on a pro rata basis based on each Group I such Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates; (C) the Group I Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-7 Certificates an amount equal to the Class A-7 Lockout Distribution Amount and (II) the remainder as follows: (i) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; (ii) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to zero; (iii) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (iv) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Principal Balance is reduced to zero; (v) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Principal Balance is reduced to zero; (vi) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Principal Balance is reduced to zero; and (vii) seventh, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date; (D) the Group II Principal Distribution Amount shall be distributed to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Principal Balance is reduced to zero; (E) to the Owners of the Class or Classes of Class A Certificates related to the other Home Equity Loan Group any amounts specified in clauses (ii)(B) and (iii)(B) above (such amount with respect to the Owners of the Fixed Rate Certificates shall be distributed sequentially); (F) to the Trustee, for the reimbursement of expenses of the Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and obligations hereunder; and (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (c) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the related Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any related Outstanding Class A Certificates on such Payment Date. (d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class A Certificates on account of principal pursuant to clause (b)(iv)(C) and (D) shall not exceed the original Certificate Principal Balance of the related Class A Certificates. 3(e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Policy Payments Account. The remaining amount On each Payment Date, pursuant to clause C. below. B. With respect Section 12.02(b) hereof, such amounts will be transferred from the Policy Payment Account to amounts in the Certificate Account received and the Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Owners of such Certificates. (f) The Trustee or Paying Agent shall (i) receive for each Owner of the Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the related Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to Group II: 1such Class A Certificates and the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(ii)(C) and (D) hereof. To Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the TrusteeTrustee that are different from or in addition to those expressly set forth in this Agreement. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class R Certificates to receive distributions in respect of the Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the Trustee Fee ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class R Certificate shall not be required to refund any Transition Expenses for Group II. 2. Concurrently, to each amount properly distributed on the Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II R Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. belowthis Section 7.03. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (ia) The Indenture Trustee shall deposit in the Certificate Note Account without duplication, (i) upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IEstate, all remittances made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 6.08(d)(ii) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. , (ii) The Trustee shall deposit in on the Certificate Account without duplication, upon receipt, with respect to Group II__________ 199_ Payment Date, the proceeds of any liquidation Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 6.04(e) hereof and (iii) on the __________ 199_ Payment Date, the portion of the assets of amount, if any, to be transferred on such Payment Date from the Trust insofar as such assets relate to Group II, all remittances made to the Trustee Pre-Funding Account pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 6.04(c) hereof. (b) On Subject to any superseding provisions of clause (c) below during the continuance of a Note Insurer Default, with respect to funds on deposit in the Note Account, on each Distribution Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, 57 transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received Note Account, (A) the Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses shall be paid to the Indenture Trustee, and (B) provided that no Note Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Note Insurer; (ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to Group Isuch Payment Date plus (y) any Subordination Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority: 1. To (A) first, such Total Monthly Excess Cashflow shall be allocated to the Trusteepayment of the related Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds (net of the related Indenture Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I CertificatesFees, the related Class Monthly Interest Premium Amount, the related Indenture Trustee Reimbursable Expenses and related Current Interest) and shall be paid as part of the Principal Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below.(iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and B. With (B) second, any portion of the Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be paid to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount;] [(iii) third, the amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ii) above (the "Net Monthly Excess Cashflow" for such Payment Date) is required to amounts be applied in the Certificate Account received with respect to Group IIfollowing order or priority: 1. To (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the Trusteepayment to the Owners of the Notes of a Subordination Increase Amount included in the Principal Distribution Amount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount which shall be paid pursuant to clause C. (iv)(C) below., any Subordination Deficiency Amount as of such Payment Date; and C. With respect to (B) second, any Net Monthly Excess Cashflow remaining amounts after the application described in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, clause (A) above shall be paid to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall Servicer pursuant to clause (iv)(A) below to the extent not paid pursuant to clauses A. of any unreimbursed Delinquency Advances and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.unreimbursed Servicing Advances;]

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account: (i) with respect to the Group I Mortgage Loans, without duplication, upon receipt, each Group I Monthly Remittance remitted by the Master Servicer or any Sub-Servicer, together with respect to Group I, any amounts received by the proceeds of any liquidation of Trustee in connection with the assets termination of the Trust insofar as such assets amounts relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer.Mortgage Loans; and (ii) The Trustee shall deposit in with respect to the Certificate Account Group II Mortgage Loans, without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the each Group II Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer, together with any amounts received by the Trustee in connection with the termination of the Trust, insofar as such amounts relate to the Group II Mortgage Loans. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), Group I Available Funds and from amounts deposited in the Certificate Account pursuant to subsection (a) Group II Available Funds in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, the Trustee shall pay first, to itself the related Trustee's Fee then due; (ii) [Reserved]; (iii) second, the Trustee shall allocate the following amounts in the following order of priority: (A) from the Available Funds then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteeeach Group, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, lesser of (x) the Available Funds with respect to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With and (y) the Insured Distribution Amount with respect to amounts such Group shall be allocated to the Class A Distribution Account with respect to such Group; (B) from the remaining Available Funds then on deposit in the Certificate Account received with respect to Group II: 1. To the Trusteeeach Group, the Trustee Fee lesser of (x) such remaining Available Funds, and any Transition Expenses for (y) the excess of (i) the Insured Distribution Amount with respect to the either of the other two Groups over (ii) the amount then on deposit in the Class A Distribution Account with respect to such Group II. 2. Concurrently, to each Class of Group II Certificates(such excess, the related "Insured Shortfall" with respect to such Group), shall be allocated to the Class Monthly Interest Amount and any related Class Interest Carryover Shortfall A Distribution Accounts for the Distribution other Groups; if both of the other Groups have an Insured Shortfall on such Payment Date, allocated among each such Class of Group II Certificates on a remaining amount will be applied to both other Groups pro rata basis based in proportion to the relative amounts of their respective Insured Shortfalls; (C) (i) from the remaining Available Funds then on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to each Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate GroupsInsurer, the related Class Monthly Interest lesser of (x) such remaining Available Funds with respect to each Group and (y) the Premium Amount and any related Class Interest Carryover Shortfall Reimbursement Amount then due to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Certificate Insurer;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each To the Class of Group II AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. To the Class AV-2 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause D. below. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, concurrently as follows: (i) To the Group I Certificates, the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Class AV-2 Certificates, the Group III Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Offered Certificates, the Subordination Increase Amount or the OC Holiday Realized Loss Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 9 of clause D. above. 11. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 12. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 13. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 18. Concurrently (i) to the Fixed Rate Certificates, pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV-1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II, and (iii) to the Class AV-2 Certificates, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 19. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 20. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 21. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 22. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D.18 through D.21 above; provided, however, that on any Distribution Date on which the Class X-IO Distribution Amount is distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount shall instead be distributed to the Classes of Offered Certificates, such amount to be applied in reduction of the Certificate Principal Balance of such Classes in the same order of priority as the principal distribution amounts are to be applied for such related Offered Certificates pursuant to clauses 3 through 9 of clause D. 23. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) concurrently, to amounts in the Trustee and the Certificate Account received with respect to Group I: 1. To the TrusteeInsurer, the Trustee Fee and any Transition Expenses for the related Home Equity Loan Group I.to the Trustee and, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for the Distribution Date to the Certificate Insurer. 2. Concurrently, (ii) to each the related Classes of Class of Group I A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates for the Distribution Date. (iii) to the related Classes of Class A Certificates, an amount up to the related Class A Principal Distribution Amount in the following order of priority: (A) With respect to the Home Equity Loan Group relating to the Group I Certificates, the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed as follows: (1) to the Certificateholders of the Class A-6 Certificates, an amount equal to the Class A-6 Lockout Distribution Amount until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; and (2) The remainder as follows: first, to the Class A-1 Certificateholders until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero; second, to the Class A-2 Certificateholders until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero; third, to the Class A-3 Certificateholders until the Certificate Principal Balance of the Class A-3 Certificates is reduced to zero; fourth, to the Class A-4 Certificateholders until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; fifth, to the Class A-5 Certificateholders until the Certificate Principal Balance of the Class A-5 Certificates is reduced to zero; and sixth to the Class A-6 Certificateholders until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, during the continuance of a Certificate Insurer Default, if there is a Collateralization Deficit with respect to the Group I Certificates, then the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed pro rata to the Certificateholders of the Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. (B) With respect to amounts in the Certificate Account received with respect Home Equity Loan Group relating to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A Principal Distribution Amount and any related Class Interest Carryover Shortfall for applicable to the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s shall be distributed to the Certificateholders of the Class Monthly Interest Amount and A-7 Certificates, until the Certificate Principal Balance of the Class Interest Carryover Shortfall without priority among such Group II CertificatesA-7 Certificates is reduced to zero. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. (iv) Concurrently, to the Senior Trustee and the Certificate Insurer, any unpaid Trustee Fee and any unpaid Transition Expenses for the unrelated Home Equity Loan Group to the Trustee and, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any unpaid Premium Amount for the unrelated Class or Classes of Class A Certificates in both for the Distribution Date to the Certificate GroupsInsurer. (v) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, the amount of the Available Funds Shortfall with respect to the other Home Equity Loan Group, allocated to Current Interest on such Classes (on the same pro rata basis as provided in clause (ii) above), to the extent of any shortfall in Current Interest, and then to principal (allocated in the same order of priority as provided in clause (iii) above);. (vi) To the Certificate Insurer, in the following order of priority, the sum of: (1) Any Reimbursement Amount owed to the Certificate Insurer with respect to the related Classes of Class Monthly Interest A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocation shall follow immediately after clause (vii) below; and (2) Any unpaid Reimbursement Amount owed to the Certificate Insurer with respect to the unrelated Classes of Class A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocation shall follow immediately after clause (viii) below. (vii) To the Classes of Class A Certificates with respect to the related Home Equity Loan Group, an amount up to the Extra Principal Distribution Amount for the related Home Equity Loan Group, until the related Target Overcollateralization Amount is reached, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (viii) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, an amount equal to any Target Deficiency for such unrelated Home Equity Loan Group remaining after the distributions above with respect to the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such unrelated Home Equity Loan Group pursuant to clause (iii) above. (ix) To the Class X-IO Certificate, the lesser of the Class X-IO Distribution Amount and the Class A-7 Certificateholders' Interest Index Carryover, provided that, pursuant to Section 7.04 hereof, on any related Distribution Date as to which there is any unpaid Class A-7 Certificateholders' Interest Index Carryover, the Trustee will transfer, from amounts that would otherwise be distributable to the Class X-IO Certificates pursuant to this clause, the amount of any Class A-7 Certificateholders' Interest Index Carryover Shortfall into the Supplemental Interest Reserve Fund, for immediate transfer pursuant to this clause to the Class A-7 Certificates as payment of the Class A-7 Certificateholders' Interest Index Carryover. (x) To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under this Agreement, to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. (i) or (iv) above. (xi) To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above unreimbursed Compensating Interest. (xii) To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause (ix) above; PROVIDED, HOWEVER, that on any Distribution Date on which the applicable Class X-IO Distribution DateAmount is distributable pursuant to Section 9.02(d), allocated among each such any Class of Senior Certificates pro rata based on the amount that would have been X-IO Distribution Amount shall instead be distributed to each the Classes of Class A Certificates of the related Home Equity Loan Group, such Class amounts to be applied in reduction of the related Certificate Principal Balance in the absence same order of priority as the Class A Principal Distribution Amount is to be applied for such shortfallrelated Home Equity Loan Group pursuant to clause (iii) above, and then to the Classes of Class A Certificates of the unrelated Home Equity Loan Group in the same order of priority as the Class A Principal Distribution Amount is to be applied for such unrelated Home Equity Loan Group pursuant to clause (iii) above. (xiii) To the Class R Certificates, the remainder.

Flow of Funds. (a) The Trustee shall: (i) The Trustee shall on each Remittance Date, deposit in to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (a) upon receipt, with respect any Insured Payments relating to Group Isuch Mortgage Loan Group, (b) the proceeds of any liquidation of the assets of the Trust insofar as Trust, (c) the Monthly Remittance Amount with respect to such assets relate to Mortgage Loan Group Iremitted by the Master Servicer or any Sub-Servicer, all remittances made to and (ii) on the Payment Dates occurring in June 2000, July 2000 and August 2000, deposit in the Certificate Account; (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Sections 8.08(e)Section 7.04(d) hereof, 8.09 (y) the Group I Capitalized Interest Requirement and 8.10 the Group II Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof with respect to the related Mortgage Loan Group I and (z) the Group I Monthly Remittance Amount remitted by portion of the Serviceramount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.04(c) hereof with respect to the related Mortgage Loan Group. (iib) The [Reserved]. (c) On each Payment Date, the Trustee shall withdraw from the Certificate Account and remit to the Master Servicer or its designee all net investment earnings then on deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds (exclusive of any liquidation of such earnings transferred from the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(ePre-Funding Account), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely of the remaining amount then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant with respect to subsection (a) in each Mortgage Loan Group In the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, Trustee's Fees then due to it with respect to each Class of Group I CertificatesMortgage Loan Group; (ii) second, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlysuch Mortgage Loan Group, to each Class of Group II Certificates, the Certificate Insurer the related Class Monthly Interest Premium Amount and any related Class Interest Carryover Shortfall for the Distribution such Payment Date; (iii) third, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account to the Master Servicer, an amount equal to any Servicing Fees then due to it, to the 74 81 extent not previously received by the Master Servicer pursuant to Sections 8.08(c)(i) or 8.09(a) hereof; (iv) fourth, from amounts then on deposit in the Certificate Account with respect to Group I and Group II: 1. Concurrentlysuch Mortgage Loan Group, to the Senior Certificates in both Certificate Groups, Owners of the related Class Monthly A Certificates, pro rata, their respective Class A Current Interest Amount and any for such Payment Date; (v) fifth, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Owners of the related Class A Certificates, pro rata, their respective Class A Interest Carryover Shortfall Carry Forward Amount; (vi) sixth, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, for allocation to the extent not Owners of the Class A Certificates of the other Mortgage Loan Group, an amount equal to any shortfall in the full amount of the Class A Current Interest for such other Mortgage Loan Group with respect to such Payment Date, after taking into account the allocation of 100% of the Available Funds for the other Mortgage Loan Group on such Payment Date; (vii) seventh, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, for allocation to the Owners of the Class A Certificates of the other Mortgage Loan Group, an amount equal to any shortfall in the full amount of the Class A Interest Carry Forward Amount for such other Mortgage Loan Group with respect to such Payment Date, after taking into account the allocation of 100% of the Available Funds for the other Mortgage Loan Group on such Payment Date; (viii) eighth, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, to the Owners of the related Class A Certificates, as a distribution of principal, the Base Principal Distribution Amount with respect to such Mortgage Loan Group for such Payment Date; such amount to be paid out as a portion of the Principal Distribution Amount for the related Mortgage Loan Group pursuant to clauses A. and B. above Section 7.05(d); (ix) ninth, from amounts then on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class deposit in the absence Certificate Account with respect to such Mortgage Loan Group, to the Owners of the related Class A Certificates, as a distribution of principal, the Overcollateralization Deficit with respect to such shortfall.Mortgage Loan Group for such Payment Date; such amount to be paid out as a portion of the Principal Distribution Amount for the related Mortgage Loan Group pursuant to Section 7.05(d); (x) tenth, from amounts then on deposit in the Certificate Account with respect to such Mortgage Loan Group, if such Payment Date is the Payment Date following the end of the Pre-Funding Period for the Class A Certificates, as a distribution of principal, any amount remaining in the Pre-Funding Account with respect to such Mortgage Group (after taking into account all transfers of

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each To the Class of Group II AV Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely Monthly Remittance Amount which is then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (asuch amount, the "Available Funds") will be applied in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) First, for the payment of certain fees, concurrently, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses to the Certificate Insurer, the Premium Amount; (ii) Second, for Group I. 2. Concurrentlythe payment of the Class A Certificate interest, to each the extent of the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class of Group I A Certificates, the related Current Interest plus the Interest Carry Forward Amount with respect to the Class Monthly Interest Amount and A Certificates without any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Class A Certificates.; 3. The (iii) Third, for the payment of the Class B Certificate interest, to the extent of the Available Funds then remaining in the Certificate Account, to the Owners of the Class B Certificates an amount pursuant equal to clause C. below.the Current Interest for such Class B Certificates without any priority among such Class B Certificates; B. With respect (iv) Fourth, for the payment of the Reimbursement Amount, if any, then due to amounts the Certificate Insurer, to the extent of the Available Funds then remaining in the Certificate Account received the lesser of (x) the Reimbursement Amount then owed to the Certificate Insurer and (y) the Maximum Certificate Insurer Current Reimbursement Amount with respect to Group II:such Payment Date; 1. To (v) Fifth, for the Trustee, payment of the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlyClass A Certificate principal, to each the extent of the Available Funds then remaining in the Certificate Account, to the Owners of the Class of Group II A Certificates, an amount necessary to reduce the related Class Monthly Interest Amount and any related A Certificate Principal Balance to the Class Interest Carryover Shortfall A Optimal Balance for such Payment Date; (vi) Sixth, for the Distribution Datepayment of Class B Certificate principal, allocated among each such Class to the extent of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The the Available Funds then remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received to the Owners of the Class B Certificates, an amount necessary to reduce the Class B Certificate Principal Balance of the Class B Certificates to the Class B Optimal Balance for such Payment Date; (vii) Seventh, to fund the Interest Carry Forward Amount, if any, with respect to Group I and Group II: 1. Concurrentlythe Class B Certificates, to the Senior extent of the Available Funds then remaining in the Certificate Account, to the Owners of the Class B Certificates an amount equal to the Interest Carry Forward Amount for such Class B Certificates; (viii) Eighth, to fund the Class B Realized Loss Amortization Amount, if any, for such Payment Date, for the Class B Certificates for such Payment Date; to the extent of the Available Funds then remaining in both the Certificate GroupsAccount, to the Owners of the Class B Certificates an amount equal to the Class B Realized Loss Amortization Amount for such Class B Certificates; (ix) Ninth, the remaining amount, if any, on deposit in the Certificate Account is the "Monthly Excess Cashflow Amount", which shall be applied in the following order of priority: (a) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances and any other costs and expenses incurred by the Trust; and (b) to fund a distribution to Owners of the Class R Certificates. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) [Reserved]. (h) [Reserved]. (i) On each Payment Date, if the Class B Certificate Principal Balance has not been reduced to zero, the Trustee shall allocate the excess of the Aggregate Certificate Principal Balance over the Pool Balance to reduce such Class B Certificate Principal Balance, but not below zero. (j) [Reserved]. (k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal shall not exceed the original Certificate Principal Balance of the related Certificates. (l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account. (m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraph (b) above. (n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Certificates which is made with monies received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate for such Class from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Certificates shall also have received the full amount of the Class A Current Interest and or, Class A Overcollateralization Deficit for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates as set forth in this Section 7.03. Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(b)(v) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and any related all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class Interest Carryover Shortfall R Certificates to receive distributions in respect of Class R Certificates, and all ownership interests of the Owners of the Class R Certificates in and to such distributions, shall be subject and subordinate to the extent preferential rights of the holders of the Class A and Class B Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class R Certificates shall not be required to refund any amount properly distributed on the Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) Concurrently, to amounts in the Trustee and the Certificate Account received with respect to Group I: 1. To the TrusteeInsurer, the Trustee Fee and any Transition Expenses for the related Home Equity Loan Group I.to the Trustee and, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for the Distribution Date to the Certificate Insurer. 2. Concurrently, to each (ii) To the related Classes of Class of Group I A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates Classes (on a pro rata basis based on each Group I Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates) for the Distribution Date. (iii) To the related Classes of Class A Certificates, an amount up to the related Class A Principal Distribution Amount in the following order of priority: (A) With respect to the Home Equity Loan Group relating to the Group I Certificates, the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed as follows: (1) To the Certificateholders of the Class A-6 Certificates, an amount equal to the Class A-6 Lockout Distribution Amount until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; and (2) The remainder as follows: first, to the Class A-1 Certificateholders until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero; second, to the Class A-2 Certificateholders until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero; third, to the Class A-3 Certificateholders until the Certificate Principal Balance of the Class A-3 Certificates is reduced to zero; fourth, to the Class A-4 Certificateholders until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; fifth, to the Class A-5 Certificateholders until the Certificate Principal Balance of the Class A-5 Certificates is reduced to zero; and sixth to the Class A-6 Certificateholders until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, during the continuance of a Certificate Insurer Default, if there is a Collateralization Deficit with respect to the Group I Certificates, then the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed pro rata to the Certificateholders of the Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. (B) With respect to amounts in the Certificate Account received with respect Home Equity Loan Group relating to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A Principal Distribution Amount and any related Class Interest Carryover Shortfall for applicable to the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s shall be distributed to the Certificateholders of the Class Monthly Interest Amount and A-7 Certificates, until the Certificate Principal Balance of the Class Interest Carryover Shortfall without priority among such Group II CertificatesA-7 Certificates is reduced to zero. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. (iv) Concurrently, to the Senior Trustee and the Certificate Insurer, any unpaid Trustee Fee and any unpaid Transition Expenses for the unrelated Home Equity Loan Group to the Trustee and, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any unpaid Premium Amount for the unrelated Class or Classes of Class A Certificates in both for the Distribution Date to the Certificate GroupsInsurer. (v) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, the amount of the Available Funds Shortfall with respect to the unrelated Home Equity Loan Group, allocated to Current Interest on such Classes (on the same pro rata basis as provided in clause (ii) above), to the extent of any shortfall in Current Interest, and then to principal (allocated in the same order of priority as provided in clause (iii) above);. (vi) To the Certificate Insurer, in the following order of priority, the sum of: (1) Any Reimbursement Amount owed to the Certificate Insurer with respect to the related Classes of Class Monthly Interest A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocation shall follow immediately after clause (vii) below; and (2) Any unpaid Reimbursement Amount owed to the Certificate Insurer with respect to the unrelated Classes of Class A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocation shall follow immediately after clause (viii) below. (vii) To the Classes of Class A Certificates with respect to the related Home Equity Loan Group, an amount up to the Extra Principal Distribution Amount for the related Home Equity Loan Group, until the related Target Overcollateralization Amount is reached, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such related Home Equity Loan Group pursuant to clause (iii) above. (viii) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, an amount equal to any Target Deficiency for such unrelated Home Equity Loan Group remaining after the distributions above with respect to the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such unrelated Home Equity Loan Group pursuant to clause (iii) above. (ix) To the Class X-IO Certificate, the lesser of the Class X-IO Distribution Amount and the Class A-7 Certificateholders' Interest Index Carryover, provided that, pursuant to Section 7.04 hereof, on any related Distribution Date as to which there is any unpaid Class A-7 Certificateholders' Interest Index Carryover, the Trustee will transfer, from amounts that would otherwise be distributable to the Class X-IO Certificates pursuant to this clause, the amount of any Class A-7 Certificateholders' Interest Index Carryover Shortfall into the Supplemental Interest Reserve Fund, for immediate transfer pursuant to this clause to the Class A-7 Certificates as payment of the Class A-7 Certificateholders' Interest Index Carryover. (x) To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under this Agreement, to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. (i) or (iv) above. (xi) To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above unreimbursed Compensating Interest. (xii) To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause (ix) above; provided, however, that on any Distribution Date on which the applicable Class X-IO Distribution DateAmount is distributable pursuant to Section 9.02(d), allocated among each such any Class of Senior Certificates pro rata based on the amount that would have been X-IO Distribution Amount shall instead be distributed to each the Classes of Class A Certificates of the related Home Equity Loan Group, such Class amounts to be applied in reduction of the Certificate Principal Balance of such Classes in the absence same order of priority as the Class A Principal Distribution Amount is to be applied for such related Home Equity Loan Group pursuant to clause (iii) above, and then to the Classes of Class A Certificates of the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the Certificate Principal Balance of such shortfallClasses in the same order of priority as the Class A Principal Distribution Amount is to be applied for such unrelated Home Equity Loan Group pursuant to clause (iii) above. (xiii) To the Class R Certificates, the remainder.

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with With respect to Group I, the Trustee shall deposit to the Certificate Account, without duplication, (i) any Insured Payments relating to such Group, (ii) the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group I, (iii) all remittances made to the Trustee pursuant to Sections 8.08(e), Section 8.09 and 8.10 with respect insofar as such remittances relate to Group I and I, (iv) each portion of the Group I Monthly Remittance Amount remitted by the related Servicer, (v) on the Payment Dates and the Pre- Funding Payment Date during the Funding Period and the Pre-Funding Payment Date, the Group I Capitalized Interest Requirement and the Group I Pre-Funding Account Earnings to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (vi) on the Payment Dates during the Funding Period the amount, if any, to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (iib) The With respect to Group II, the Trustee shall deposit in (x) to the Certificate Account without duplication, upon receipt(i) any Insured Payments relating to such Group, with respect to Group II, (ii) the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group II, (iii) all remittances made to the Trustee pursuant to Sections 8.08(e), Section 8.09 and 8.10 with respect insofar as such remittances relate to Group II and II, (iv) each portion of the Group II Monthly Remittance Amount remitted by the related Servicer, (v) on the Payment Dates during the Funding Period and the Pre-Funding Payment Date, the Group II Capitalized Interest Requirement to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (vi) on the Payment Dates during the Funding Period and the Pre- Funding Payment Date, the amount, if any, to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Pre-Funding Account pursuant to Section 7.04(c) hereof and (y) to the Group II Available Funds Cap Carry-Forward Amount Account any Group II Available Funds Cap Carry- Forward Amounts. (bc) On With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, the Trustee shall disburse the Premium Amount for such Payment Date to amounts in the Certificate Account received with respect Insurer; (ii) second, to Group I: 1. To the Trustee, the Trustee Fees with respect to such Group then due (plus any expenses owing to the Trustee pursuant to Section 2.05 and Section 8.21(f)); (iii) third, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date (net of the related Premium Amount paid pursuant to clause (i) above and the Trustee Fee payable under clause (ii) above) plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and any Transition Expenses for Payment Date (such sum (net of such Premium Amount and Trustee Fee) being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group I.and Payment Date) with respect to such Mortgage Loan Group in the following order of priority: 2. Concurrently(A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (v) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the amount, if any, by which (x) the related Current Interest and Subordination Deficit, if any, for such Payment Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the related Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be disbursed to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group; (iv) fourth, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (iii) above (the "Net Monthly Excess Cashflow" for such Mortgage Loan Group and Payment Date) is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (v) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, any Net Monthly Excess Cashflow remaining after the allocation described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (v) below, the Subordination Deficiency Amount, if any, with respect to the other Mortgage Loan Group; and (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the allocations described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the related Servicer to the extent of any unreimbursed Delinquency Advances and Servicing Advances determined by the related Servicer to be nonrecoverable and Servicing Fees and unreimbursed expenses pursuant to Section 8.25; (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c) from amounts (including any related Insured Payment) then on deposit in the Certificate Account with respect to the related Mortgage Loan Group, the Trustee shall distribute: (A) to the Owners of the Group I Certificates, the related Class Monthly Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates I Certificate's Current Interest without any priority among the related Group I Certificates; (B) to the Owners of the Class A-8 Certificates, the Class A-8 Current Interest until the Class A-8 Certificate Termination Date; (C) to the Owners of the Class S Certificates, the Class S Distribution Amount for such Payment Date on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without with no priority among such Class S Certificates; (D) the Group I Principal Distribution Amount shall be distributed as follows: (1) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date; (2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date; (3) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date; (4) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Termination Date; (5) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date; (6) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Termination Date; and (7) seventh, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date; (E) to the Owners of the Class A-8 Certificates, the Group II Principal Distribution Amount until the Class A-8 Certificate Termination Date; (vi) sixth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, the Trustee shall distribute: (A) to the Owners of the Class B-10 Certificates, the Class B-10 Distribution Amount; and (B) to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. 3. The remaining amount pursuant (d) On each Payment Date, following the allocations and payments described above, the Trustee shall distribute to clause C. belowthe Owners of the Class A-8 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. C. With respect (e) On any Payment Date during the continuance of any Certificate Insurer Default: (i) Any amounts otherwise payable to any remaining amounts the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as Total Available Funds; and (ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates on such Payment Date. (f) Notwithstanding (i) clause (c)(v) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Certificates on account of principal pursuant to clauses (c)(v)(D) and (E) shall not exceed the original Certificate Principal Balance of the related Certificates and (ii) clause (c)(vi) above, the Trustee shall distribute any amounts owed to the related Servicer pursuant to Section 8.30 hereof prior to any distribution to the Owners of the Class B-10 Certificates. (g) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates or Class S Certificates, the Trustee shall receive such payments as attorney-in-fact of the Owners of the Class A Certificates or Class S Certificates and deposit such Insured Payments in the Policy Payments Account and on the related Payment Date transfer such Insured Payments to the Certificate Account and shall distribute such Insured Payments on the related Payment Date, or the proceeds thereof to the Owners of such Certificates or on such later date on which the Trustee has received such Insured Payment on or before 12:00 noon New York City time. (h) Anything herein to the contrary notwithstanding, any payment with respect to Group I and Group II: 1. Concurrently, principal of or interest on any of the Class A Certificates or interest on any of the Class S Certificates which is made with moneys received pursuant to the Senior terms of any Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in both the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Seller, the Servicers and the Trustee acknowledge, and each Owner by its acceptance of a Certificate Groupsagrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Seller, the Servicers, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest but only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it other than pursuant to clauses 7.03(c)(iii)(C) and (D). The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates and Class S Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates and Class S Certificates as set forth in Section 7.03(c)(v). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policies shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and Class S Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(iii)(C) and any related Class Interest Carryover Shortfall (D) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Subordinate Certificates to receive distributions in respect of the Subordinate Certificates, and all ownership interests of the Owners of the Subordinate Certificates, in and to such distributions, shall be subject and subordinate to the extent preferential rights of the Owners of the Class A Certificates and Class S Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Subordinate Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Subordinate Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Subordinate Certificates shall not be required to refund any amount properly distributed on the Subordinate Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with With respect to Group I, the Servicers shall remit and the Trustee shall deposit to the Certificate Account, without duplication, (v) the proceeds of any liquidation of the assets of the Trust insofar as such assets proceeds relate to Group I, (w) all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.09 insofar as such remittances relate to Group I, 8.09 and 8.10 with respect (x) each portion of the Monthly Remittance Amount relating to Group I remitted by the related Servicer, (y) on the Payment Date in October 1997 and the Pre-Funding Payment Date, the Group I Capitalized Interest Requirement and the Group I Monthly Remittance Amount remitted by Pre-Funding Account Earnings to be transferred on such Payment Date from the ServicerCapitalized Interest Account, pursuant to Section 7.04(e) hereof and (z) on the Payment Date in October 1997 and the Pre-Funding Payment Date, the amount, if any, to be transferred on such Payment Date (or Pre-Funding Payment Date) from the Pre- Funding Account pursuant to Section 7.04(c) hereof. (ii) The On each Payment Date, the Trustee shall transfer the Lower-Tier Group I Distribution Amount from the Certificate Account to the Upper-Tier Group I Distribution Account. (iii) On each Payment Date, the Trustee shall distribute from the Certificate Account to the Owners of the Class S Certificates, the Class S Distribution Amount relating to Group I. (i) With respect to Group II, the Servicers shall remit and the Trustee shall deposit in to the Certificate Account without duplication, upon receipt, with respect to Group II, (v) the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Trust

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Fixed Rate Group I Monthly Remittance Amount remitted by the Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account without duplication, duplication upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount remitted by the Servicer. (bc) On With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With (i) first, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date (net of the related Premium Amount paid pursuant to clause (iii)(C) or (G) below, as applicable, and the Trustee Fee allocable to such Group then payable under clause (iv)(A) below) plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) with respect to such Home Equity Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clauses (iii)(D) or (iii)(H), as applicable, below on such Payment Date with respect to the related Home Equity Loan Group in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (calculated for this purpose only by reference to clause (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any Subordination Increase Amount with respect to the related Group) for such Payment Date exceeds (y) the Available Funds with respect to such Home Equity Loan Group for such Payment Date (the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group, and the "Adjustable Rate Group Available Funds Shortfall" with respect to the Adjustable Rate Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group and to the payment of the related Class A Distribution Amount with respect to the other Home Equity Loan Groups pursuant to clause (iii) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Home Equity Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be disbursed to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Home Equity Loan Group. (ii) second, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group on a Payment Date remaining after the allocations described in clause (i) above (the "Net Monthly Excess Cashflow" for such Home Equity Loan Group and Payment Date) is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Payment Date; (B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, the Subordination Deficiency Amount, if any, with respect to the other Home Equity Loan Group; and (C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances; (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c) from amounts (including any related Insured Payment) then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteerelated Home Equity Loan Group, the Trustee Fee shall distribute: (A) with respect to the Fixed Rate Group, the Lower-Tier Fixed Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution on the related Lower-Tier Interests to the Upper-Tier Fixed Rate Group Distribution Account; (B) from the Upper-Tier Fixed Rate Group Distribution Account to the Class A-1 Distribution Account, the Class A-1 Internal Interest Distribution Amount and any Transition Expenses for Group I. 2. Concurrentlyto the Owners of the Class A-2, to each Class of Group I A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class A-11IO Certificates, the related Class Monthly Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each without any priority among the Class A-1 Distribution Account and such Certificates; (C) from Total Monthly Excess Spread, the Premium Amount allocable to the Fixed Rate Group I Certificate’s for such Payment Date to the Certificate Insurer; (D) from the Upper-Tier Fixed Rate Group Distribution Account as a distribution of principal to the Class Monthly Interest A-1 Distribution Account and the Owners of the Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8 and Class A-9 Certificates, the Fixed Rate Group Principal Distribution Amount shall be distributed as follows (I) to the Owners of the Class A-9 Certificates an amount equal to the Class A-9 Lockout Distribution Amount and (II) the remainder as follows: (1) first, to the Class Interest Carryover Shortfall without priority among such Group I Certificates.A-1 Distribution Account until the Class A-1 Certificate Termination Date; (2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date; (3. The remaining amount pursuant ) third, to clause C. below.the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date; B. With respect (4) fourth, to amounts in the Owners of the Class A-4 Certificates until the Class A-4 Certificate Account received Termination Date; (5) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date; (6) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Termination Date; (7) seventh, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Termination Date; (8) eighth, to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Termination Date; and (9) ninth, to the Owners of the Class A-9 Certificates until the Class A-9 Certificate Termination Date; (E) with respect to Group II: 1. To the TrusteeAdjustable Rate Group, the Trustee Fee Lower-Tier Adjustable Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution of the Lower-Tier A-10 Interest to the Upper-Tier Adjustable Rate Group Distribution Account; (F) from the Upper-Tier Adjustable Rate Group Distribution Account to the Owners of the Class A-10 Certificates and any Transition Expenses for Group II. 2. Concurrently, to each the Class of Group II A-12IO Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates thereon on a pro rata basis based on each Group II Certificate’s without any priority among the Class Monthly Interest Amount A-10 Certificates and Class A-12IO Certificates; and (G) from Total Monthly Excess Spread, the Premium Amount allocable to the Adjustable Rate Group for such Payment Date to the Certificate Insurer; (H) from the Upper-Tier Adjustable Rate Group Distribution Account as a distribution of principal to the Owners of the Class A-10 Certificates, the Adjustable Rate Group Principal Distribution Amount; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, Upper-Tier Fixed Rate Group Distribution Account or the Upper-Tier Adjustable Rate Group Distribution Account, the Trustee shall distribute in the following order of priority; (A) to the Trustee from the Certificate Account, the Trustee Fees then due (plus any expenses owing to the Trustee pursuant to Section 3.02(e) of the Insurance Agreement); (B) to the Supplemental Interest Carryover Account, if necessary, the Supplemental Interest Shortfall without priority among such Group II Amount; and (C) to the Owners of the Class B-IO Certificates, the Class B-IO Distribution Amount. 3. The remaining amount pursuant (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, the Trustee shall distribute to clause C. belowthe Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. C. With respect (d) On any Payment Date during the continuance of any Certificate Insurer Default: (i) Any amounts otherwise payable to any remaining amounts the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account received as Total Available Funds; and (ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates (other than the Class A-IO Certificates) on such Payment Date. (e) Notwithstanding clause (c)(iii) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Certificates on account of principal pursuant to clauses (c)(iii)(D) and (c)(iii)(H) shall not exceed the original Certificate Principal Balance of the related Certificates. (f) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, (i) in the case of the Fixed Rate Group Certificates and the Class A-IO Certificates, through the Upper-Tier Fixed Rate Group Distribution Account to the Owners of such Certificates and (ii) in the case of the Class A-10 Certificates and Class A-12IO Certificates, through the Upper-Tier Adjustable Rate Group Distribution Account, to the Owners of such Certificates. (g) Anything herein to the contrary notwithstanding, any payment with respect to Group I and Group II: 1. Concurrently, principal of or interest on any of the Class A Certificates which is made with moneys received pursuant to the Senior terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in both the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate Groupsagrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Certificates shall also have received the full amount of the Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates as set forth in Section 7.03(c)(iii). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(i) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and any related the Corpus, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class Interest Carryover Shortfall B-IO Certificates and the Class R Certificates to receive distributions in respect of the Class B-IO Certificates and the Class R Certificates, and all ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in and to such distributions, shall be subject and subordinate to the extent preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class B-IO Certificates and the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class B-IO Certificates and the Class R Certificates shall not be required to refund any amount properly distributed on the Class B-IO Certificates and the Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group I received by the ServicerTrustee. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group II received by the ServicerTrustee. (bc) On [Reserved]. (d) With respect to amounts on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Payment Date (A) to the Master Servicer, the Master Servicer Fee and (B) to the Certificate Insurer, (x) from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received (iv) below on such Payment Date with respect to the related Mortgage Loan Group I and Group II: 1. Concurrently, in an amount equal to the Senior Certificates in both Certificate Groupsdifference, if any, between (x) the related Class Monthly Interest A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any related Class Interest Carryover Shortfall Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference with respect to the extent not paid pursuant to clauses A. and B. above on related Mortgage Loan Group) being the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on "Group I Available Funds Shortfall" or the amount that would have been distributed to each such Class in the absence of such shortfall."Group II Available Funds Shortfall";

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. , (ii) The Trustee shall deposit in on the Certificate Account without duplication, upon receipt, with respect to Group IIJuly 1997 Payment Date, the proceeds of any liquidation Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the July 1997 Payment Date, the portion of the assets of amount, if any, to be transferred on such Payment Date from the Trust insofar as such assets relate to Group II, all remittances made to the Trustee Pre-Funding Account pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.04(c) hereof. (b) On With respect to funds on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make disburse the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account Interest Remittance Amount transferred thereto pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) First, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Trustee Reimbursable Expenses; 2. Concurrently(ii) Second, to each the Owners of the Class of Group I A Certificates, the related Class Monthly A Current Interest Amount and any plus the related Class A Interest Carryover Shortfall for the Distribution Date, allocated among Carry Forward Amount with respect to each such Class of Group I Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I Certificates. 3. The remaining amount pursuant Class A Certificates ; provided, that if the Interest Amount Available is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to Group II: 1. To all Classes of the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II A Certificates, the related Class Monthly Interest Amount and any related Available will be distributed among the outstanding Classes of Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior A Certificates pro rata based on the aggregate amount that would of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount; (iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest; (iv) Fourth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest; (v) Fifth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and (vi) Sixth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (d) of this Section 7.03. (c) With respect to the Certificate Account, on each Payment Date, the Trustee shall disburse the Principal Remittance Amount transferred thereto pursuant to subsection (a), in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have been occurred: (i) On each Payment Date (a) before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, Owners of the Class A Certificates will be entitled to receive payment of 100% of the Principal Distribution Amount as follows: (I) to the Owners of the Class A-7 Certificates, the Class A-7 Lockout Distribution Amount and (II) the remainder paid to the Owners of the Class A Certificates, as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; and, seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates on such Payment Date shall be distributed pro rata in accordance with the respective Certificate Principal Balances. (ii) On each Payment Date (a) on or after the Stepdown Date and (b) as long as a Trigger Event is not in effect, the Owners of the Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount as follows: (A) First, the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-7 Certificates, in an amount equal to the Class A-7 Lockout Distribution Amount and (II) the remainder paid to the Owners of the Class A Certificates as follows: first, to the Owners of the Class A-1 Certificates, until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; sixth, to the Owners of the Class A-6 Certificates, until the Class A-6 Certificate Principal Balance is reduced to zero; and, seventh, to the Owners of the Class A-7 Certificates, until the Class A-7 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates on such Payment Date shall be distributed pro rata in accordance with the respective Certificate Principal Balances. (B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to each such the Owners of the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount shall be delivered to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (d) of this Section 7.03. (d) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the absence following order of priority on such Payment Date: (i) to fund the Extra Principal Distribution Amount for such Payment Date; (ii) to fund the Class M-1 Interest Carry Forward Amount, if any; (iii) to fund the Class M-1 Realized Loss Amortization Amount for such Payment Date; (iv) to fund the Class M-2 Interest Carry Forward Amount, if any; (v) to fund the Class M-2 Realized Loss Amortization Amount for such Payment Date; (vi) to fund the Class B Interest Carry Forward Amount, if any; (vii) to fund the Class B Realized Loss Amortization Amount for such Payment Date; (viii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances; (ix) to the Trustee for the reimbursement of expenses of the Trustee not reimbursed pursuant to Section 7.03(b)(i) above which expenses were incurred in connection with its duties and obligations hereunder; and (x) to fund a distribution to the Owners of the Class R Certificates, the remainder. (e) On each Payment Date, the Trustee shall allocate the excess of the Aggregate Certificate Principal Balance over the Loan Balance of the Home Equity Loans to reduce the Certificate Principal Balances of the Subordinate Certificates in the following order of priority: (i) to the Class B-1 Certificates until the Class B-1 Certificate Principal Balance is reduced to zero; (ii) to the Class M-2 Certificates until the Class M-2 Certificate Principal Balance is reduced to zero; and (iii) to the Class M-1 Certificates until the Class M-1 Certificate Principal Balance is reduced to zero. (f) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (c) shall not exceed the original Certificate Principal Balance of the related Certificates. (g) The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class R Certificates to receive distributions in respect of the Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such shortfallOwners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class R Certificate shall not be required to refund any amount properly distributed on the Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in into the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Group I 1 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Group II 2 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of 66 priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess Cashflow with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(C) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Group 1 Principal Distribution Amount or Group 2 Principal Distribution Amount, as the case may be, and without any remaining amounts in the Certificate Account received Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the "Group II: 1. Concurrently, 1 Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Group 2 Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The Indenture Trustee shall deposit in the Certificate Note Account without duplication, upon receipt, with respect (i) any Insured Payments from the Policy Payment Account pursuant to Group ISection 7.02(b) hereof, (ii) the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 4.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. , (iiiii) The Trustee shall deposit in on the Certificate Account without duplication, upon receipt, with respect to Group IIPayment Dates during the Funding Period, the proceeds of any liquidation Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 3.04(e) hereof and (iv) on the Payment Dates during the Funding Period, the portion of the assets of amount, if any, to be transferred on such Payment Date from the Trust insofar as such assets relate to Group II, all remittances made to the Trustee Pre-Funding Account pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 3.04(c) hereof. (b) On With respect to funds on deposit in the Note Account, on each Distribution Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received Note Account, (A) to itself, the Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Note Insurer; (ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Payment Date plus (y)

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any PreFunding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of Group I Certificatesthe Certificate Insurer, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. C. With (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account received with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I and Group II: 1. ConcurrentlyI, to the Senior Certificates Owners of the Class A-1 Certificates, the Class A-1 Current Interest thereon until the Class A-1 Certificate Termination Date; (B) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Class A-1 Certificates, the Group I Principal Distribution Amount until the Class A-1 Certificate Termination Date. (C) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Class A-2 Current Interest until the Class A-2 Certificate Termination Date; and (D) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Group II Principal Distribution Amount until the Class A-2 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-2 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. To the Class AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. Concurrently, to each Class of Group II III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II III Certificates on a pro rata basis based on each Group II III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II III Certificates. 3. The remaining amount pursuant to clause C. D. below. C. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, concurrently as follows: (i) To the Group I Certificates, the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Group III Certificates, the Group III Principal Distribution Amount, sequentially, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. Notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero, then (i) the Group I Principal Distribution Amount shall be distributed to the Group I Certificates, pro rata, based on their respective Certificate Principal Balances and (ii) the Group III Principal Distribution Amount shall be distributed to the Group III Certificates, pro rata, based on their respective Certificate Principal Balances. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 11 of clause D. above. 13. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 18. To the Class M-6 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 19. To the Class M-7 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 20. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 21. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 22. Concurrently (i) to the Group I Certificates, pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV-1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II and (iii) to the Group III Certificates, pro rata, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 23. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 24. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 25. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 26. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D.21 through D.25 above. 27. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. ; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (iiother than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) The and distribute such amount to the Supplemental Interest Trustee shall for deposit in the Certificate Swap Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee and distribution pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Trust Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Expenses. 2. Concurrently, to each Class of Group I Senior Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Senior Certificates on a pro rata basis based on each Group I Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Senior Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlySequentially, to each the Class of Group II X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 4. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, sequentially, to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero; provided, that notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero and the Overcollateralization Amount is equal to zero, then the Principal Distribution Amount shall be distributed to the Senior Certificates, pro rata, based on their respective Certificate Principal Balances. 5. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 13. To the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 14. To the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 15. To the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 16. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 4 through 15 above. 17. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, in each case, first (a) any related Class Interest Carryover Shortfall for and then (b) any related Class Principal Carryover Shortfall. 18. To the Net WAC Cap Carryover Reserve Fund, the lesser of (a) the Class X-IO Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and (b) the WAC Excess which amount shall be accounted for as distributed to the Class Interest Carryover Shortfall without priority among such Group II CertificatesX-IO Certificates for U.S. federal income tax purposes. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 119. Concurrently, to the Senior Certificates in both Certificate GroupsCertificates, pro rata, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 20. Sequentially, to the Class Monthly X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 21. To the Supplemental Interest Amount Trustee, for deposit in the Swap Account, any Swap Termination Payments resulting from a Swap Provider Trigger Event for payment pursuant to Section 7.12(viii). 22. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. clause 1 above. 23. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause 18 above. 24. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Class X-IO and Class R Certificates pursuant to this Section 7.03. (d) On each Distribution DateDate (other than the Distribution Dates in June 2006 and July 2006), allocated among each such Class the Trustee shall withdraw (subject to the terms of Senior Certificates pro rata Section 10.03(j) hereof, based solely on information provided to it electronically or in writing by the Servicer) an amount that would have been distributed equal to each such Class any Trust Prepayment Charges then on deposit in the absence of Certificate Account and shall distribute such shortfallamounts to the Class P Certificates.

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On Subject to the provisions of clause (c) below on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) FIRST, on each Payment Date from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Group, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for such Payment Date shall be paid to the Certificate Insurer; (ii) SECOND, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group I: 1. To and Payment Date plus (y) any Subordination Reduction Amount with respect to the Trusteerelated Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Payment Date) to the related Classes of Class A Certificates in the following order of priority: (A) FIRST, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Premium Amount) and shall be paid as part of the Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the A Distribution DateAmount, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount first pursuant to clause C. (b)(iii)(A) below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount then as applicable pursuant to clause C. below. C. With respect to any remaining amounts in (b)(iii)(B) or (C) below (the Certificate Account received amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.);

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) FIRST, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of Group I Certificatesthe Certificate Insurer, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) SECOND, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) FIRST, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) SECOND, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) THIRD, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) FOURTH, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. C. With (iii) THIRD, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) FIRST, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) SECOND, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) THIRD, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) FOURTH, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) FOURTH, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account received with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I and Group II: 1. ConcurrentlyI, to the Senior Certificates Owners of the Class A-1 Certificates, the Class A-1 Current Interest thereon until the Class A-1 Certificate Termination Date; (B) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Class A-1 Certificates, the Group I Principal Distribution Amount until the Class A-1 Certificate Termination Date. (C) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Class A-2 Current Interest until the Class A-2 Certificate Termination Date; and (D) from the amounts then on deposit in the Certificate Account with respect to Group II, to the Owners of the Class A-2 Certificates, the Group II Principal Distribution Amount until the Class A-2 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) FIFTH, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-2 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (ia) The Grantor Trustee shall deposit in to the Certificate Account Grantor Trust Account, without duplication, upon receipt, with respect to Group Iall payments received under the Swap Agreements, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Current Interest paid on each class of the REMIC Certificates and the Group I Monthly Remittance Principal Distribution Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation paid on each Class of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerREMIC Certificates. (b) On each Distribution Date, the Grantor Trustee will distribute the payments received from the Swap Counterparty under each Swap Agreement to the Holders of the related Class of Floating Rate Certificates, to be applied to the Interest Distribution Amount. (c) On each Distribution Date, the Grantor Trustee shall make the following allocations, disbursements and transfers (based solely from the Current Interest in respect of the immediately preceding REMIC Distribution Date on information provided by the Servicer in writing), from amounts deposited in the each class of REMIC Certificate Account pursuant to subsection (a) in the following order of priority: (i) First, to the Swap Counterparty, any regularly scheduled payment due to the Swap Counterparty under Section 2 of the related Swap Agreement; (ii) Second, to the Holders of the related Class of Floating Rate Certificates, to be applied to the Interest Distribution Amount for such Class of Floating Rate Certificates, and each any amount in excess of the Interest Distribution Amount (after taking into account payments made pursuant to Section 7.03(b) on such allocation, transfer and disbursement Distribution Date) shall be treated as having occurred only after all preceding allocations:applied to the related Interest Carry Forward Amount with respect Floating Rate Certificates. A. With respect to amounts in (d) On each Distribution Date, the Certificate Account Grantor Trustee shall pay 100% of the Principal Distribution Amount received with respect to Group I: 1. To each class of REMIC Certificates to the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class Holders of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Floating Rate Certificates. 3. The (e) Any money remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Grantor Trust Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, will be paid to the Senior Holders of the Floating Rate Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallaccordance with their respective Voting Rights.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 Section 8.08(d)(ii) and 8.10 the Monthly Remittance Amount plus any Back-Up Servicer Fee remitted by the Servicer with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) each Loan Group. The Trustee shall deposit in remit the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made Back-Up Servicer Fee to the Trustee Back-Up Servicer before any distributions are made pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.03(b) herein. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely aggregate Monthly Remittance Amount plus amounts described in Section 7.03(a) which are then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (asuch amount, the "Available Funds") will be applied in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) First, for the payment of certain fees, concurrently, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses to the Certificate Insurer, the Premium Amount; (ii) Second, for Group I. 2. Concurrentlythe payment of Class A Certificate interest, to each the extent of the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class of Group I A Certificates, the related Class Monthly Current Interest plus the Interest Carry Forward Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among with respect to each such Class of Group I related Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I Class A Certificates. 3. The remaining amount pursuant ; provided, that if the Interest Amount Available is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to Group II: 1. To all Classes of the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II A Certificates, then such amount will be distributed among the outstanding Classes of related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior A Certificates pro rata based on the aggregate amount that would have been distributed to of interest due on each such Class, and any shortfall will be carried forward with accrued interest; (iii) Third, for the payment of Class B Certificate interest, to the extent of the Available Funds then remaining in the absence Certificate Account, to the Owners of the Class B Certificates, an amount equal to the Current Interest for the Class B Certificates; (iv) Fourth, for the payment of the Reimbursement Amount, if any, then due to the Certificate Insurer, to the extent of the Available Funds then remaining in the Certificate Account, the lesser of (x) the Reimbursement Amount, if any, then owed to the Certificate Insurer and (y) the Maximum Certificate Insurer Current Reimbursement Amount with respect to such shortfallPayment Date; (v) Fifth, for the payment of the Class A Certificate principal, to the extent of the Available Funds then remaining in the Certificate Account, plus the principal component of any Insured Payment, to the Owners of the Class A Certificates, an amount necessary to reduce the Aggregate Class A Certificate Principal Balance (determined prior to payment of any such amount) to the Class A Optimal Balance for such Payment Date; (vi) Sixth, to fund the Interest Carry Forward Amount, if any, with respect to the Class B Certificates, to the extent of the Available Funds then remaining in the Certificate Account; (vii) Seventh, for the payment of Class B Certificate principal, to the extent of the amount then remaining in the Certificate Account, an amount necessary to reduce the Class B Certificate Principal Balance to the Class B Optimal Balance for such Payment Date; and (viii) Eighth, the remaining amount, if any, on deposit in the Certificate Account with respect to both Loan Groups is the "Monthly Excess Cashflow Amount," which shall be applied in the following order of priority: (a) to fund the Class B Realized Loss Amortization Amount for such Payment Date; (b) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances and any other costs and expenses incurred by the Servicer; and (c) to fund a distribution to Owners of the Class C Certificates in an amount equal to the Class C Distribution Amount. (d) to fund a distribution to the Owners of the Class R Certificates. (c) The Class A Principal Distribution Amount shall be distributed on each Payment Date, pari passu, to (i) the Group I Class A Certificates, in an amount equal to the Group I Class A Principal Distribution Amount and (ii) the Class A-8 Certificates, in an amount equal to the Group II Class A Principal Distribution Amount.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of To the Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. To the Group III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group III Certificates on a pro rata basis based on each Group III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group III Certificates. 3. The remaining amount pursuant to clause D. below. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates (other than the Class A-IO Certificates), an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, concurrently as follows: (i) To the Group I Certificates (other than the Group I A-IO Component), the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Class AV-2 Certificates, the Group III Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Offered Certificates (other than the Class A-IO Certificates), the Subordination Increase Amount or the OC Holiday Realized Loss Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 7 of clause D. above. 9. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 10. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 11. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 12. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 13. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 14. Concurrently (i) to the Fixed Rate Certificates (other than the Class A-IO Certificates), pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV-1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II, and (iii) to the Class AV-2 Certificates, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 15. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 16. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 17. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 18. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D. 14 through D. 17 above; provided, however, that on any Distribution Date on which the Class X-IO Distribution Amount is distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount shall instead be distributed to the Classes of Offered Certificates, such amount to be applied in reduction of the Certificate Principal Balance of such Classes in the same order of priority as the principal distribution amounts are to be applied for such related Offered Certificates pursuant to clauses 3 through 7 of clause D. 19. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in into the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Group I 1 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Group II 2 Monthly Remittance Amount Amount, to the extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess Cashflow with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(C) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Group 1 Principal Distribution Amount or Group 2 Principal Distribution Amount, as the case may be, and without any remaining amounts in the Certificate Account received Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the " Group II: 1. Concurrently, 1 Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Group 2 Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account Distribution Account, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of Master Servicer or any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSubservicer. (b) On [reserved] (c) Subject to any superseding provisions of clause (d) below during the continuance of a Certificate Insurer Default, on each Distribution Date, Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Distribution Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, to amounts in the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Mortgage Loans not theretofore received by the Master Servicer pursuant to Section 8.10(c)(i) hereof, as reported by the Master Servicer to the Trustee; (ii) second, to the Certificate Insurer, the related Premium Amount; (iii) third, to the Trustee, an amount equal to the Trustee's Fees then due to it; (iv) fourth, to the related Class A Distribution Account, an amount equal to the related Insured Distribution Amount (without regard to the amount of any related Insured Payment for such Distribution Date) for such Distribution Date; (v) fifth, to the Class A Distribution Account received for the other Group, the excess of (A) the Insured Distribution Amount (without regard to the amount of any related Insured Payment for such Distribution Date) for such other Group over (B) the amount deposited to such other Class A Distribution Account pursuant to clause (iv) above; (vi) sixth, to the Certificate Insurer, the amount of any related Reimbursement Amount (together with any other amounts due to the Certificate Insurer with respect to the related Group I:under the Insurance Agreement); 1. To (vii) seventh, to the TrusteeCertificate Insurer, the excess of (A) the amount of any Reimbursement Amount with respect to the other Group (together with any other amounts due to the Certificate Insurer with respect to the other Group under the Insurance Agreement) over (B) the amount paid to the Certificate Insurer with respect to the other Group pursuant to clause (vi) above; (viii) eighth, to the related Class A Distribution Account, an amount equal to the related Subordination Deficiency Amount, if any, as of such Distribution Date; (ix) ninth, to the Class A Distribution Account for the other Group, the excess of (A) the Subordination Deficiency Amount, if any, for such other Group for such Distribution Date over (B) the amount deposited to such other Class A Distribution Account pursuant to clause (viii) above; (x) tenth, following the making by the Trustee Fee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, to the Supplemental Interest Account, the amount then remaining in the Distribution Account on such Distribution Date, as a distribution on the Class R Certificate. (d) On any Distribution Date during the continuance of any Certificate Insurer Default set forth in clause (a) of the definition thereof, no Premium Amounts shall be paid to the Certificate Insurer, and any Transition Expenses for Group I.amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be applied in accordance with Section 7.5(c) hereof as part of the related Available Funds. 2. Concurrently, (e) The Trustee shall distribute on each Distribution Date to each the Owners of the related Class of Group I A Certificates, the amount then on deposit in the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the A Distribution DateAccount (including, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II:the Class A-2 Distribution Account, any amount deposited thereto from the Supplemental Interest Payment Account on such Distribution Date). Any application of such amount shall be first made to interest (as the related Interest Distribution Amount) and then to principal (as the related Principal Distribution Amount). 1. To (f) Notwithstanding any of the Trusteeforegoing provisions, the Trustee Fee and aggregate amount distributed to the Owners of any Transition Expenses Class A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II CertificatesClass. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (ia) The Indenture Trustee shall deposit in to the Certificate Account Note Account, without duplication, upon receipt, with respect (i) any payments made pursuant to Group Ithe Policy, (ii) the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Master Servicer or any Sub-Servicer. , together with any Substitution Amounts, and any Loan Purchase Price amounts received by the Indenture Trustee, (iiiii) The Trustee shall deposit on the Payment Dates occurring in the Certificate Account without duplicationJuly, upon receipt, with respect to Group II1998, the proceeds of any liquidation of Pre-Funding Earnings transferred by the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Indenture Trustee pursuant to Sections 8.08(e)Section 8.5(c) hereof, 8.09 (iv) the Capitalized Interest Requirement to be transferred on such Payment Dates from the Capitalized Interest Account, pursuant to Section 8.5(d) hereof and 8.10 with respect (v) the portion of the amount, if any, to Group II and be transferred on such Payment Date from the Group II Monthly Remittance Amount remitted by the ServicerPre-Funding Account, pursuant to Section 8.6(b)(v) hereof. (b) On With respect to the Note Account, on each Distribution Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, to amounts in the Certificate Account received with respect to Group I: 1. To the Indenture Trustee, the Trustee Indenture Trustee's Fee then due and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Owner Trustee, the Trustee Owner Trustee's Fee and any Transition Expenses then due; (ii) second, from amounts then on deposit in the Account, the Premium Amount to the Insurer for Group IIsuch Payment Date. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently(iii) third, to the Senior Certificates in both Certificate GroupsClass A Noteholders, the related Class Monthly A Interest Distribution Amount and the Unpaid Class A Note Interest Shortfall, if any, for such Payment Date; (iv) fourth, to the Class A Noteholders, as a distribution of principal, the Overcollateralization Deficit for such Payment Date; (v) fifth, if such Payment Date is the first Payment Date following the end of the Pre-Funding Period, to the Class A Noteholders as a distribution of principal any related amount remaining in the Pre-Funding Account (after taking into account all transfers of Subsequent Mortgage Loans on or prior to such Payment Date); (vi) sixth, to the Class Interest Carryover Shortfall A Noteholders as a distribution of principal, the Scheduled Principal Distribution Amount for such Payment Date; (vii) seventh, to the Insurer, the Reimbursement Amount, if any, then due to it; (viii) eighth, to the Class A Noteholders as a distribution of principal up to an amount equal to the Overcollateralization Deficiency Amount (the "Accelerated Principal Payment"); (ix) ninth, to the Master Servicer, reimbursement for Servicing Advances to the extent not paid pursuant previously reimbursed and reimbursement for Servicing Advances which have been deemed Nonrecoverable Advances; (x) tenth, to clauses A. and B. above on the applicable Distribution DateClass A Noteholders, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed of any Net Funds Cap Carry-Forward Amount then due; and (xi) eleventh, to each such Class the Certificateholders, which shall initially be the Originator, any amount remaining on deposit in the absence of such shortfallNote Account.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group I), (ii) on the first Payment Date, the Group I Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group I to be transferred on such Payment Date from the Capitalized Interest Account for the Payment Date, pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, (i) upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer or any Sub-Servicer, together with any Substitution Amounts and any Loan Purchase Price amounts received by the Trustee (each with respect to Group II), (ii) on the first Payment Date, the Group II Capitalized Interest Requirement and any Pre-Funding Account Earnings related to Group II to be transferred on such Payment Date pursuant to Section 7.4(e) hereof and (iii) the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.4(c) hereof. (bc) On [Reserved]. (d) With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect (A) to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently(B) commencing on the third Payment Date following the Startup Day and each Payment Date thereafter, to each Class of the Certificate Insurer, from amounts then on deposit in the Certificate Account, (x) from amounts then on deposit therein with respect to Group I, the Group I Premium Amount for such Payment Date and (y) from amounts then on deposit therein with respect to Group II, the Group II Premium Amount for such Payment Date; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (iv) below on such Payment Date with respect to the related Mortgage Loan Group in an amount equal to the difference, if any, between (x) the related Class A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Group I or the Group II Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. (iii) third, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (ii) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such Net Monthly Excess Cashflow is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Payment Date; (B) second, the Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iv) below, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; (C) third, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above and (ii) the excess of (a) the Group II Available Funds Cap CarryForward Amount for such Payment Date over (b) the amount then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account shall be allocated to the Group II Available Funds Cap Carry-Forward Amount Account. (D) fourth, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A), (B) and (C) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Servicer to be owing to it as of such Payment Date; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts (including any related Insured Payment which shall be paid only to the Owners of the Class A Certificates) then on deposit in the Certificate Account with respect to the related Mortgage Loan Group, the Trustee shall distribute in the following order of priority: (A) from the amounts then on deposit in the Certificate Account with respect to Group I, to the Owners of the Fixed Rate Certificates, the related Class Monthly Fixed Rate Certificate Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each Group I such Class of Fixed Rate Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I the related Fixed Rate Certificates.; 3. The remaining amount pursuant to clause C. below. B. With respect to (B) from the amounts then on deposit in the Certificate Account received with respect to Group I, as a distribution of principal to the Owners of the related Class of Fixed Rate Certificates, the Group I Principal Distribution Amount shall be distributed sequentially as follows: (1) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date; and (2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date; (C) from the amounts then on deposit in the Certificate Account with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each the Owners of the Class of Group II A-3 Certificates, the related Class Monthly A-3 Current Interest Amount and any related until the Class Interest Carryover Shortfall for A-3 Certificate Termination Date; and (D) from the Distribution Date, allocated among each such Class of Group II Certificates amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates Owners of the Class A-3 Certificates, the Group II Principal Distribution Amount until the Class A-3 Certificate Termination Date; Notwithstanding anything to the contrary herein, the amounts described in Section 7.5(d)(iv)(A) and (C) shall be distributed prior to all other allocations, distributions and transfers described in Section 7.3 and 7.5 hereof (other than the amount described in Section 7.5(d)(i)). (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under Section 7.3 hereof and the prior clauses of this Section 7.5, from amounts then on deposit in the Certificate Account for both Certificate Mortgage Loan Groups, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (e) On each Payment Date the Trustee shall distribute to the Owners of the Class A-3 Certificates the amount, if any, then on deposit in the Group II Available Funds Cap Carry-Forward Amount Account. (f) On any Payment Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit, then the Group I Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Fixed Rate Certificates on such Payment Date. (g) Notwithstanding clause (d)(iv) above, the aggregate amounts distributed on all Payment Dates to the Owners of the related Class Monthly Interest Amount and any A Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallA Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of To the Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and I, the Group I Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Pre-Funding Account applicable to Group I and the Group I Capitalized Interest Requirement. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and II, the Group II Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Pre-Funding Account applicable to Group II and the Group II Capitalized Interest Requirement. (b) On Subject to the provisions of clause (c) below on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection subsections (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred; provided, however, amounts related to Insured Payments shall be used only to make payments set forth in clauses (b)(iii)(A)-(C) below to the related Class A Certificates: A. With respect to (i) first, on each Distribution Date (x) from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Group, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and Trustee Transition Expenses in an amount not to exceed (i) a cumulative amount equal to $50,000.00 for both Loan Groups in any one calendar year and (ii) a cumulative amount equal to $100,000.00 in the aggregate for both Loan Groups shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Class or Classes of Class A Certificates for such Distribution Date shall be paid to the Certificate Insurer and (y) from amounts thereon deposit in the Certificate Account for the unrelated Home Equity Loan Group, amounts necessary to pay unpaid amounts pursuant to clause (x)(A) and (B) above; (ii) second, on each Distribution Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group and Distribution Date plus (y) any Subordination Reduction Amount with respect to the related Home Equity Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Distribution Date) to the related Class or Classes of Class A Certificates and the Certificate Insurer in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and the related Premium Amount) and shall be paid as part of the Class A Distribution Amount, first pursuant to clause (b)(iii)(A) below, and then as applicable pursuant to clause (b)(iii)(B) or (C) below (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (b)(ii)(A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group; (C) third, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A) and (B) above shall be allocated to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Class or Classes of Class A Certificates; (D) fourth, provided that no Certificate Insurer Default as defined in clause (a) thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Class or Classes of Class A Certificates; (E) fifth, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the application described in clauses (b)(ii)(A), (B), (C) and (D) above shall be used to reduce to zero, through the payment to the Owners of the related Class or Classes of Class A Certificates of a Subordination Increase Amount included in the related Principal Distribution Amount, which shall be paid pursuant to clause (b)(iii)(B) or (C) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Distribution Date; (F) sixth, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D) and (E) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Class or Classes of Class A Certificates; (G) seventh, any portion of the Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E) and (F) above shall be used to reduce to zero, through the payment to the Owners of the unrelated Class or Classes of Class A Certificates of a Subordination Increase Amount included in the Principal Distribution Amount for such unrelated Classes pursuant to clauses (b)(iii)(B) or (C) below, any related Subordination Deficiency Amount, as of such Distribution Date; (H) eighth, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof, has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D), (E), (F) and (G) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Class or Classes of Class A Certificates; (I:) ninth, any portion of Total Monthly Excess Cashflow with respect to Group II remaining after application of clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G) and (H) above shall be allocated: first, to the Owners of Class A-2 Certificates pursuant to clause (b)(iii)(E) below, to the extent of any Class A-2 Certificateholders' Interest Index Carryovers from prior Distribution Dates and second, to the Trustee in respect of any Trustee Transition Expenses to the extent not paid pursuant to clause (b)(i)(x)(A) above; and 1. To (J) tenth, any Total Monthly Excess Cashflow remaining after the Trusteeapplication described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be allocated to the Servicer pursuant to clause (b)(iii)(F) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest; (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described in clause (b)(ii) above from amounts (including any related Insured Payment which shall be used only to make the payments set forth in clauses (iii)(A)-(C)) then on deposit in the Certificate Account for the related Home Equity Loan Group (after giving effect to the allocations provided in clause (b)(ii) above from the other Home Equity Loan Group), the Trustee Fee and any Transition Expenses for Group I.shall distribute: 2. Concurrently, (A) to the Owners of each Class of Group I related Class A Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the related proceeds of any related Class Interest Carryover Shortfall for Insured Payments made by the Distribution Date, allocated among each such Class Certificate Insurer in respect of Group I Certificates the related Current Interest) on a pro rata basis based on each Group I such Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates; (B) the Group I Principal Distribution Amount shall be distributed to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; (C) the Group II Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-3 Certificates an amount equal to the Class A-3 Lockout Distribution Amount and (II) thereunder as follows: (i) first, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to zero and (ii) second, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (D) to the Certificate Insurer the amounts payable to it described in clauses (b)(ii)(C), (D), (F) and (H) above; (E) (1) first, to the Owners of the Class A-2 Certificates., the aggregate amount of any Class A-2 Certificateholders' Interest Index Carryover from prior Distribution Dates and (2) second, to the Trustee, the amounts payable to it described in clause (b)(ii)(I) above; 3. The remaining amount (F) to the Servicer the amounts set forth in clause (b)(ii)(J) above; (G) to the Trustee, any unreimbursed Trustee Reimbursable Expenses, and to any successor Servicer, amounts owed pursuant to clause C. below.Section 8.20; B. With respect (iv) fourth, (x) to the Owners of the Class X-IO Certificates, the Initial Class X-IO Distributable Amount and (y) from remaining amounts on deposit in the Certificate Account received following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class X-IO Certificates, the Initial Class X-IO Distributable Amount, if any, for such Distribution Date and the Class X-IO Distribution Amount, if any, for such Distribution Date; and (v) fifth, from remaining amounts on deposit in the Certificate Account following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Distribution Date. (c) On any Distribution Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit with respect to Group II:, then the Group II Principal Distribution Amount for such Distribution Date shall be distributed pro rata to the Owners of any related Outstanding Class A Certificates on such Distribution Date. 1. To (d) Notwithstanding any of the Trusteeforegoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Class A Certificates on account of principal pursuant to clause (b)(iii)(B) and (C) shall not exceed the original Certificate Principal Balance of the related Class A Certificates. (e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates, the Trustee Fee shall deposit such Insured Payments in the Policy Payments Account. On each Distribution Date, pursuant to Section 12.02(b) hereof, such amounts will be transferred from the Policy Payments Account to the Certificate Account and any Transition Expenses for Group IIthe Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Owners of such Class A Certificates. 2. Concurrently, (f) The Trustee or Paying Agent shall (i) receive for each Owner of the Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to each Class the Owners of Group II Certificates, the related Class Monthly Interest Amount and any A Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the related Class Interest Carryover Shortfall for Certificate Insurance Policy shall not be considered payment by the Distribution DateTrust, allocated among each nor shall such Class payments discharge the obligation of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received Trust with respect to Group I such Class A Certificates and Group II: 1the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(iii)(D) hereof. ConcurrentlyNothing contained in this paragraph shall be construed so as to impose duties or obligations on the Trustee that are different from or in addition to those expressly set forth in this Agreement. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, except with respect to the Senior Certificates in both Certificate Groups, the related Initial Class Monthly Interest X-IO Distributable Amount and any related Class Interest Carryover Shortfall to the extent set forth in Section 7.03(b), all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. ; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (iiother than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) The and distribute such amount to the Supplemental Interest Trustee shall for deposit in the Certificate Swap Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee and distribution pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) (other than any Prepayment Charges) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Expenses. 2. Concurrently, to each Class of Group I Senior Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Senior Certificates on a pro rata basis based on each Group I Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Senior Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlySequentially, to each the Class of Group II X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 4. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, sequentially, to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero; provided, that notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero and the Overcollateralization Amount is equal to zero, then the Principal Distribution Amount shall be distributed to the Senior Certificates, pro rata, based on their respective Certificate Principal Balances. 5. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 13. To the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 14. To the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 15. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 4 through 14 above. 16. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in each case, first (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Net WAC Cap Carryover Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount and (b) the WAC Excess which amount shall be accounted for as distributed to the Distribution DateClass X-IO Certificates for U.S. federal income tax purposes. 18. Concurrently, allocated among each such Class to the Senior Certificates, the related Net WAC Cap Carryover from and to the extent of Group II Certificates funds on deposit in the Net WAC Cap Carryover Reserve Fund on a pro rata basis based on each Group II Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II CertificatesNet WAC Cap Carryover. 319. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. ConcurrentlySequentially, to the Senior Certificates Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in both Certificate Groupsthat order, the related Class Monthly Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 20. To the Supplemental Interest Amount Trustee, for deposit in the Swap Account, any Swap Termination Payments resulting from a Swap Provider Trigger Event for payment pursuant to Section 7.12(viii). 21. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. clause 1 above. 22. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause 17 above. 23. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Class X-IO and Class R Certificates pursuant to this Section 7.03. (d) On each Distribution Date, allocated among each such Class the Trustee shall withdraw (subject to the terms of Senior Certificates pro rata Section 10.03(j) hereof, based solely on information provided to it electronically or in writing by the Servicer) an amount that would have been distributed equal to each such Class any Prepayment Charges then on deposit in the absence Certificate Account and shall distribute such amounts to the Class P Certificates. On the first Distribution Date following the expiration of the latest prepayment term with respect to the related Home Equity Loans and if funds are available on such shortfalldate, the Class P Certificates shall be entitled to its outstanding Certificate Principal Balance prior to any distributions pursuant to Section 7.03(b)(22) on such Distribution Date.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to the Fixed Rate Group I, and all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount extent remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Distribution Account without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to the Adjustable Rate Group II, and all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group, 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount extent remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To the Trustee(A) first, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, such Total Monthly Excess Cashflow with respect to each Class Mortgage Loan Group shall be allocated to the payment of Group I Certificates, the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received clauses (iii)(A) or (iii)(D), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group II: 1. To in an amount equal to the Trusteeamount, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlyif any, to each Class of Group II Certificates, by which (x) the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall (calculated for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant this purpose only by reference to clause C. below. C. With respect to (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, but without any remaining amounts in the Certificate Account received amount calculated under subclause (J) of clause (b) of said definition and without any Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group I and for such Distribution Date (the amount of such difference being the "Fixed Rate Group II: 1. Concurrently, Available Funds Shortfall" with respect to the Senior Certificates in both Certificate GroupsFixed Rate Group, and the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall "Adjustable Rate Group Available Funds Shortfall" with respect to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Adjustable Rate Group);

Flow of Funds. (ia) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (iib) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (bc) On Subject to any superseding provisions of clause (d) below, during the continuance of a Certificate Insurer Default, on each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account received to the Trustee, an amount equal to the Trustee's Fees then due to it; (ii) second, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II CertificatesPremium Amount for such Payment Date; (iii) third, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account to the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Unaffiliated Originator Loans not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, as reported by the Master Servicer to the Trustee; 62 70 (iv) fourth, on each Payment Date, the Trustee shall allocate an amount equal to the excess of (a) the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group I and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group II: 1. Concurrentlyand Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Senior Certificates related Mortgage Loan Group in both Certificate Groupsan amount equal to the excess, if any, of (x) the related Class Monthly Interest Group Insured Distribution Amount and any related Class Interest Carryover Shortfall for such Payment Date over (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the extent not related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid pursuant to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses A. (A), (B) and B. (C) above on shall be paid to the applicable Distribution Date, allocated among each such Class Certificate Insurer in respect of Senior Certificates pro rata based on any Reimbursement Amount with respect to the amount that would have been distributed to each such Class in the absence of such shortfall.other Mortgage Loan Group;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. To the Class AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. Concurrently, to each Class of Group II III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II III Certificates on a pro rata basis based on each Group II III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II III Certificates. 3. The remaining amount pursuant to clause C. D. below. C. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, concurrently as follows: (i) To the Group I Certificates, the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Group III Certificates, the Group III Principal Distribution Amount, sequentially, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. Notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero, then (i) the Group I Principal Distribution Amount shall be distributed to the Group I Certificates, pro rata, based on their respective Certificate Principal Balances and (ii) the Group III Principal Distribution Amount shall be distributed to the Group III Certificates, pro rata, based on their respective Certificate Principal Balances. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 11 of clause D. above. 13. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 18. To the Class M-6 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 19. To the Class M-7 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 20. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 21. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 22. Concurrently (i) to the Group I Certificates, pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV 1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II and (iii) to the Group III Certificates, pro rata, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 23. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 24. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 25. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 26. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D.21 through D.25 above. 27. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to each Mortgage Loan, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Mortgage Loan Group, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group Isuch Mortgage Loan Group, all remittances made to together with the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Monthly Remittance Amount with respect to such Mortgage Loan Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of Master Servicer or any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSub-servicer. (b) On Subject to any superseding provisions of clause (e) below during the continuance of a Insurer Default, on each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (A) first, from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Unaffiliated Originator Loans included on such Mortgage Loan Group not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, as reported by the Master Servicer to the Trustee; (B) second, from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificatessuch Mortgage Loan Group, the related Class Monthly Interest Premium Amount and any related Class Interest Carryover Shortfall for the Distribution such Payment Date; (C) third, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II: 1. To such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, Trustee's Fees then due to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received it with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.Mortgage Loan Group;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On Subject to the provisions of clause (c) below on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection subsections (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred; provided, however, amounts related to Insured Payments shall be used only to make payments set forth in clauses (b)(iii)(A)-(C) below to the related Class A Certificates: A. With respect to (i) FIRST, on each Distribution Date (x) from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Group, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for such Distribution Date shall be paid to the Certificate Insurer and (y) from amounts thereon deposit in the Certificate Account for the unrelated Home Equity Loan Group, amounts necessary to pay unpaid amounts pursuant to clause (x)(A) and (B) above; (ii) SECOND, on each Distribution Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group and Distribution Date plus (y) any Subordination Reduction Amount with respect to the related Home Equity Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Distribution Date) to the related Classes of Class A Certificates and the Certificate Insurer in the following order of priority: (A) FIRST, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and the related Premium Amount) and shall be paid as part of the Class A Distribution Amount, first pursuant to clause (b)(iii)(A) below, and then as applicable pursuant to clause (b)(iii)(B) or (C) below (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) SECOND, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (b)(ii)(A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group; (C) THIRD, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A) and (B) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Classes of Class A Certificates; (D) FOURTH, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Classes of Class A Certificates; (E) FIFTH, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the application described in clauses (b)(ii)(A), (B), (C) and (D) above shall be used to reduce to zero, through the payment to the Owners of the related Classes of Class A Certificates of a Subordination Increase Amount included in the related Principal Distribution Amount, which shall be paid pursuant to clause (b)(iii)(B) or (C) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Distribution Date; (F) SIXTH, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D) and (E) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Classes of Class A Certificates; (G) SEVENTH, any portion of the Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E) and (F) above shall be used to reduce to zero, through the payment to the Owners of the unrelated Classes of Class A Certificates of a Subordination Increase Amount included in the Principal Distribution Amount for such unrelated Classes pursuant to clauses (b)(iii)(B) or (C) below, any related Subordination Deficiency Amount, as of such Distribution Date; (H) EIGHTH, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof, has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D), (E), (F) and (G) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Classes of Class A Certificates; (I:) NINTH, any portion of Total Monthly Excess Cashflow with respect to Group II remaining after application of clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G) and (H) above shall be allocated to the Owners of Class A-7 Certificates pursuant to clause (b)(iii)(E) below, to the extent of any Class A-7 Certificateholders' Interest Index Carryovers from prior Distribution Dates; and 1. To (J) TENTH, any Total Monthly Excess Cashflow remaining after the Trusteeapplication described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be allocated to the Servicer pursuant to clause (b)(iii)(F) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest; (iii) THIRD, following the making by the Trustee of all allocations, transfers and disbursements described in clause (b)(ii) above from amounts (including any related Insured Payment which shall be used only to make the payments set forth in clauses (iii)(A)-(C)) then on deposit in the Certificate Account for the related Home Equity Loan Group (after giving effect to the allocations provided in clause (b)(ii) above from the other Home Equity Loan Group), the Trustee Fee and any Transition Expenses for Group I.shall distribute: 2. Concurrently, (A) to the Owners of each Class of Group I related Class A Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the related proceeds of any related Class Interest Carryover Shortfall for Insured Payments made by the Distribution Date, allocated among each such Class Certificate Insurer in respect of Group I Certificates the related Current Interest) on a pro rata basis based on each Group I such Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates; (B) the Group I Certificates. 3. The remaining Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-6 Certificates an amount pursuant equal to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A-6 Lockout Distribution Amount and any related Class Interest Carryover Shortfall for (II) the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group IIremainder as follows: 1. Concurrently(i) FIRST, to the Senior Owners of the Class A-1 Certificates in both until the Class A-1 Certificate GroupsPrincipal Balance is reduced to zero; (ii) SECOND, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to clauses A. zero; (iii) THIRD, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (iv) FOURTH, to the Owners of the Class A-4 Certificates until the Class A-4 Certificates are reduced to zero; (v) FIFTH, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Principal Balance is reduced to zero; and B. above on (vi) SIXTH, to the applicable Distribution Date, allocated among each such Owners of the Class of Senior A-6 Certificates pro rata based on until the amount that would have been distributed Class A-6 Certificate Principal Balance is reduced to each such Class in the absence of such shortfall.zero;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account Account, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the ServicerAmount. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to Group IIthe Upper-Tier Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made Trustee shall transfer to the Trustee, the Trustee pursuant to Sections 8.08(e), 8.09 Fee and 8.10 with respect to Group II and any Trustee Reimbursable Expenses from the Group II Monthly Remittance Amount remitted by the ServicerCertificate Account. (b) On With respect to funds on deposit in the Upper-Tier Distribution Account, on each Distribution Payment Date, the Trustee shall make disburse the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account Interest Remittance Amount transferred thereto pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) (Reserved.) (ii) First, to amounts in the Certificate Account received Owners of the Class A Certificates (including the Class A-7IO Certificates), the related Current Interest plus the related Interest Carry Forward Amount with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I Class A Certificates. 3. The remaining amount pursuant ; provided, that if the Interest Amount Available is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to Group II: 1. To all Classes of the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II A Certificates, the related Class Monthly Interest Amount and any related Available will be distributed among the outstanding Classes of Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior A Certificates pro rata based on the aggregate amount that would of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount; (iii) Second, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest; (iv) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest; (v) Fourth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and (vi) Fifth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (d) of this Section 7.03. (c) With respect to the Upper-Tier Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have been occurred: (i) On each Payment Date (a) before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, Owners of the Class A Certificates (other than the Class A-7IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount as follows: (I) to the Owners of the Class A-6 Certificates, the Class A-6 Lockout Distribution Amount and (II) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and sixth, to the Owners of the Class A-6 Certificates (without regard to the Class A-6 Lockout Distribution Amount) until the Class A-6 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates on such Payment Date shall be distributed pro rata in accordance with the respective Certificate Principal Balances. (ii) On each Payment Date (a) on or after the Stepdown Date and (b) as long as a Trigger Event is not in effect, the Owners of the Offered Certificates (other than the Class A-7IO Certificates) will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount as follows: (A) First, the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-6 Certificates, in an amount equal to the Class A-6 Lockout Distribution Amount and (II) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and sixth, to the Owners of the Class A-6 Certificates (without regard to the Class A-6 Lockout Distribution Amount) until the Class A-6 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates on such Payment Date shall be distributed pro rata in accordance with the respective Certificate Principal Balances. (B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to each such the Owners of the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount shall be delivered to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (d) of this Section 7.03. (d) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the absence following order of priority on such Payment Date: (i) to fund the Extra Principal Distribution Amount for such Payment Date; (ii) to fund the Class M-1 Interest Carry Forward Amount, if any; (iii) to fund the Class M-1 Realized Loss Amortization Amount for such Payment Date; (iv) to fund the Class M-2 Interest Carry Forward Amount, if any; (v) to fund the Class M-2 Realized Loss Amortization Amount for such Payment Date; (vi) to fund the Class B Interest Carry Forward Amount, if any; (vii) to fund the Class B Realized Loss Amortization Amount for such Payment Date; (viii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances; (ix) to the Trustee for the reimbursement of expenses of the Trustee not reimbursed pursuant to Section 7.03(b)(i) above which expenses were incurred in connection with its duties and obligations hereunder; and (x) to fund a distribution to the Owners of the Class R Certificates, the remainder; provided, however, that if the Overcollateralization Release Amount is zero solely due to the existence of a Subordinated Trigger Event, then the amount which otherwise would constitute the related Overcollateralization Release Amount shall be distributed as a reduction of the Certificate Principal Balance of the Subordinate Certificates, as follows: first, to the Owners of the Class B Certificates until the related Class B Certificate Termination Date, second, to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Termination Date, and third, to the Owners of the Class M-1 Certificates until the Class M-1 Certificate Termination Date. (e) On each Payment Date, the Trustee shall allocate an amount equal to the excess of (x) the Aggregate Certificate Principal Balance over (y) the Loan Balance of the Home Equity Loans plus the Pre-Funded Amount, if any, to reduce the Certificate Principal Balances of the Subordinate Certificates in the following order of priority: (i) to the Class B-1 Certificates until the Class B-1 Certificate Principal Balance is reduced to zero; (ii) to the Class M-2 Certificates until the Class M-2 Certificate Principal Balance is reduced to zero; and (iii) to the Class M-1 Certificates until the Class M-1 Certificate Principal Balance is reduced to zero. (f) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clauses (c), (d)(i) and (d)(x) shall not exceed the original Certificate Principal Balance of the related Certificates. (g) The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class R Certificates to receive distributions in respect of the Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such shortfallOwners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class R Certificate shall not be required to refund any amount properly distributed on the Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (iib) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (bc) On Subject to any superseding provisions of clause (d) below during the continuance of a Certificate Insurer Default, on each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Unaffiliated Originator Loans not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, as reported by the Master Servicer to the Trustee; (ii) second, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II CertificatesPremium Amount for such Payment Date; (iii) third, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received to the Trustee, an amount equal to the Trustee's Fees then due to it; (iv) fourth, on each Payment Date, the Trustee shall allocate an amount equal to the excess of (a) the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group I and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group II: 1. Concurrentlyand Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Senior Certificates related Mortgage Loan Group in both an amount equal to the excess, if any, of (x) the related Group Insured Distribution Amount for such Payment Date over (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds 66 Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate GroupsInsurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group; (v) fifth, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (iv) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such amount is required to be applied in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment of a Subordination Increase Amount, any Subordination Deficiency Amount with respect to the related Class Mortgage Loan Group as of such Payment Date; (B) second, any portion of the Net Monthly Interest Amount Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the payment of a Subordination Increase Amount, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; and (C) third, any remaining Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and any related Class Interest Carryover Shortfall (B) above shall be paid to the Master Servicer to the extent not paid pursuant of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Master Servicer to be owing to it as of such Payment Date. (vi) sixth, following the making by the Trustee of all allocations, transfers and disbursements described above under Sections 7.3 and 7.10 hereof and the prior clauses A. of this Section 7.5, from amounts (including any related Insured Payment) then on deposit in the Certificate Account, the Trustee shall transfer (i) to the Class A-1 Distribution Account the Class A-1 Distribution Amount for such Payment Date; (ii) to the Class A-2 Distribution Account, the Class A-2 Distribution Amount for such Payment Date; and B. above (iii) to the Class R Distribution Account, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (vii) seventh, on each Payment Date, the Trustee shall transfer all monies then on deposit in the Class R Distribution Account to the Supplemental Interest Payment Account; such transfer shall be deemed to be a distribution on the applicable Distribution DateClass R Certificates. (d) On any Payment Date during the continuance of any Certificate Insurer Default: No Premium Amounts or Reimbursement Amounts shall be paid to the Certificate Insurer, allocated among and any amounts otherwise payable to the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as Group I Total Available Funds or Group II Total Available Funds, as appropriate. (e) The Trustee shall distribute on each such Payment Date to the Owners of the Class of Senior Certificates pro rata based on A-1 Certificates, from the amount that would have been then on deposit in the Class A-1 Distribution Account, the lesser of (x) such amount on deposit in such Account and (y) the Class A-1 Full Distribution Amount on such Payment Date. Any application of such amount shall be first made to interest and then to principal (subject to the requirements of paragraph (d)(ii) above). (f) The Trustee shall distribute on each Payment Date to the Owners of the Class A-2 Certificates, from the amount then on deposit in the Class A-2 Distribution Account, the lesser of (x) such amount on deposit in such Account and (y) the Class A-2 Full Distribution Amount on such Payment Date. Any application of such amount shall be first made to interest and then to principal (subject to the requirements of paragraph (d)(ii) above). (g) Notwithstanding any of the foregoing provisions, the aggregate amount distributed to each such the Owners of any Class in A Certificates on account of principal shall not exceed the absence of such shortfallOriginal Certificate Principal Balance for the related Class.

Flow of Funds. (ia) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect any Insured Payments relating to Group I, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (iib) The On each Remittance Date, the Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect any Insured Payments relating to Group II, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerMaster Servicer or any Sub-servicer. (bc) On Subject to any superseding provisions of clause (d) below during the continuance of a Certificate Insurer Default, on each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (a) for each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account to the Master Servicer, an amount equal to any Master Servicing Fees then due to it on account of the Unaffiliated Originator Loans not theretofore received by the Master Servicer pursuant to Section 8.8(c)(i) hereof, as reported by the Master Servicer to the Trustee; (ii) second, (x) from amounts then on deposit therein with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received deposit therein with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II CertificatesPremium Amount for such Payment Date; (iii) third, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received to the Trustee, an amount equal to the Trustee's Fees then due to it; (iv) fourth, on each Payment Date, the Trustee shall allocate an amount equal to the excess of (a) the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group I and Payment Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group II: 1. Concurrentlyand Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow shall be allocated on such Payment Date with respect to the Senior Certificates related Mortgage Loan Group in both an amount equal to the excess, if any, of (x) the related Group Insured Distribution Amount for such Payment Date over (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference being the "Available Funds Shortfall" with respect to the related Mortgage Loan Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be paid to the Certificate GroupsInsurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group; (v) fifth, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Payment Date remaining after the allocations described in clause (iv) above is the "Net Monthly Excess Cashflow" with respect to such Mortgage Loan Group for such Payment Date; such amount is required to be applied in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment of a Subordination Increase Amount, any Subordination Deficiency Amount with respect to the related Class Mortgage Loan Group as of such Payment Date; (B) second, any portion of the Net Monthly Interest Amount Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the payment of a Subordination Increase Amount, any Subordination Deficiency Amounts with respect to the other Mortgage Loan Group; and (C) third, any remaining Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and any related Class Interest Carryover Shortfall (B) above shall be paid to the Master Servicer to the extent not paid pursuant of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in each case as certified to the Trustee by the Master Servicer to be owing to it as of such Payment Date. (vi) sixth, following the making by the Trustee of all allocations, transfers and disbursements described above under Sections 7.3 and 7.10 hereof and the prior clauses A. of this Section 7.5, from amounts (including any related Insured Payment) then on deposit in the Certificate Account, the Trustee shall transfer (i) to the Class A-1 Distribution Account the Class A-1 Distribution Amount for such Payment Date; (ii) to the Class A-2 Distribution Account, the Class A-2 Distribution Amount for such Payment Date; and B. above (iii) to the Class R Distribution Account, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (vii) seventh, on each Payment Date, the Trustee shall transfer all monies then on deposit in the Class R Distribution Account to the Supplemental Interest Payment Account; such transfer shall be deemed to be a distribution on the applicable Distribution DateClass R Certificates. (d) On any Payment Date during the continuance of any Certificate Insurer Default: No Premium Amounts or Reimbursement Amounts shall be paid to the Certificate Insurer, allocated among and any amounts otherwise payable to the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account as Group I Total Available Funds or Group II Total Available Funds, as appropriate. (e) The Trustee shall distribute on each such Payment Date to the Owners of the Class of Senior Certificates pro rata based on A-1 Certificates, from the amount that would have been then on deposit in the Class A-1 Distribution Account, the lesser of (x) such amount on deposit in such Account and (y) the Class A-1 Full Distribution Amount on such Payment Date. Any application of such amount shall be first made to interest and then to principal (subject to the requirements of paragraph (d)(ii) above). (f) The Trustee shall distribute on each Payment Date to the Owners of the Class A-2 Certificates, from the amount then on deposit in the Class A-2 Distribution Account, the lesser of (x) such amount on deposit in such Account and (y) the Class A-2 Full Distribution Amount on such Payment Date. Any application of such amount shall be first made to interest and then to principal (subject to the requirements of paragraph (d)(ii) above). (g) Notwithstanding any of the foregoing provisions, the aggregate amount distributed to each such the Owners of any Class in A Certificates on account of principal shall not exceed the absence of such shortfallOriginal Certificate Principal Balance for the related Class.

Flow of Funds. (a) On each Remittance Date, the Trustee shall deposit to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Mortgage Loan Group, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to such Mortgage Loan Group, together with the Monthly Remittance Amount with respect to such Mortgage Loan Group Iremitted by the Master Servicer or any Sub-Servicer and (ii) on the Payment Dates occurring in April 1999, all remittances made to May 1999 and June 1999, as applicable, (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Sections 8.08(e)Section 7.4(d) hereof, 8.09 and 8.10 with respect to Group I and (y) the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II Capitalized Interest Requirement and the Group II Monthly Remittance Amount remitted by Capitalized Interest Requirement to be transferred on such Payment Dates from the ServicerCapitalized Interest Account, pursuant to Section 7.4(e) hereof with respect to such Mortgage Loan Group and (z) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.4(c) hereof with respect to such Mortgage Loan Group. (b) On each Distribution Date, Payment Date the Trustee shall make the following allocations, disbursements and transfers (based solely of amounts then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant with respect to subsection (a) each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (A) first, from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, Trustee's Fees then due to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With it with respect to such Mortgage Loan Group; (B) second, from amounts then on deposit in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. ConcurrentlyMortgage Loan Group, to the Senior Certificates in both Certificate Groups, Insurer the related Class Monthly Interest Premium Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution for such Payment Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.;

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and the Group I Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Cap Reserve Fund and applicable to Group I, the LIBOR Carryover Fund applicable to Group I, the Pre-Funding Account applicable to Group I and the Group I Capitalized Interest Requirement. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerServicer and amounts transferred from the Cap Reserve Fund and applicable to Group II, the LIBOR Carryover Fund applicable to Group II, the Pre-Funding Account applicable to Group II and the Group II Capitalized Interest Requirement. (b) On Subject to the provisions of clause (c) below, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection subsections (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) FIRST, on each Distribution Date from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Groups, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Class of Class A and Class A-IO Certificates for such Distribution Date shall be paid to the Certificate Insurer; (ii) SECOND, on each Distribution Date, the Trustee shall allocate and distribute, as applicable, an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to the related Home Equity Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Distribution Date) in the following order of priority: 1. To (A) FIRST, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the Trusteepayment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and the related Premium Amount) and shall be paid as part of the Class A Distribution Amount, first pursuant to clause (b)(iii)(A) below, and then as applicable pursuant to clause (b)(iii) (B) and (D) below; (B) SECOND, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any Transition Expenses for portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group I. 2. Concurrently, remaining after the allocations described in clause (b)(ii)(A) above shall be allocated to each Class the Certificate Insurer in respect of Group I Certificates, amounts owed on account of any Reimbursement Amount with respect to the related Class of Class A and Class A-IO Certificates; (C) THIRD, any portion of the Total Monthly Interest Amount Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocation described in clauses (b)(ii)(A) and any (B) above shall be used to reduce to zero, through the payment to the Owners of the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such of Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount A and Class Interest Carryover Shortfall without priority among such B Component Certificates of a Subordination Increase Amount included in the related Group I Certificates. 3. The remaining amount Principal Distribution Amount, which shall be paid pursuant to clause C. below. B. With respect (b)(iii)(D) below and pursuant to amounts the priorities in the Certificate Account received Section 7.03(g) any Subordination Deficiency Amount with respect to the related Home Equity Loan Group II:as of such Distribution Date; 1. To (D) FOURTH, if a Certificate Insurer Default, as defined in clause (a) of the Trusteedefinition thereof has occurred and is continuing, then any portion of the Trustee Fee Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B) and (C) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Transition Expenses Reimbursement Amount with respect to the related Classes of Class A and Class A-IO Certificates; (E) FIFTH, if the Subordinated Amount for Group II has never equaled the Specified Subordinated Amount for Group II. 2. Concurrently, to each Class any portion of Group II Certificates, the related Class Total Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received Excess Cashflow with respect to Group I remaining after the allocation described in clauses (ii) (A), (B), (C) and (D) above shall be used to reduce to zero, through the payment to the Certificateholders of the Class A and Class B Component Certificates of Group II: 1. ConcurrentlyII of a Subordination Increase Amount included in the Group II Principal Distribution Amount which shall be paid pursuant to clause (iii) (D) below and pursuant to the priorities in Section 7.03(g), an amount, if any, equal to the Subordination Deficiency Amount for Group II as of such Distribution Date; (F) SIXTH, any Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (ii) (A), (B), (C), (D) and (E) above shall be allocated to the unrelated Class B Component Certificates and paid pursuant to clause (iii)(E) below, to the Senior extent of any unreimbursed Unrelated Principal Carryover Shortfalls; (G) SEVENTH, any Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (ii) (A), (B), (C), (D), (E) and (F) above shall be allocated to the related Class B Component Certificates and paid pursuant to clause (iii)(F) below, to the extent of any unreimbursed Related Principal Carryover Shortfalls; (H) EIGHTH, any portion of Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in both clauses (b)(ii)(A), (B), (C), (D), (E), (F), and (G) above shall be allocated to the Owners of the related Class X Certificates and paid to the applicable LIBOR Carryover Fund pursuant to clause (b)(iii)(G) below, to the extent of any related LIBOR Carryover Fund Deposit; (I) NINTH, any Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G) and (H) above shall be allocated to the Servicer and paid pursuant to clause (b)(iii)(I) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and any amounts owing to the Servicer pursuant to Section 8.05(c); and (J) TENTH, any Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be allocated to the related Class B Component Certificates to the extent of any related Class B Component Reallocated Amount; (iii) THIRD, following the making by the Trustee of all allocations, transfers and disbursements described in clause (b)(ii) above from amounts (including any related Insured Payment which shall be used only to make the payments set forth in clauses (iii)(A) and (D) to the Owners of the Class A Certificates and Class A-IO Certificates then on deposit in the Certificate GroupsAccount for the related Home Equity Loan Group, (the Trustee shall distribute based on and after giving effect to the allocations provided in clause (ii) above): (A) to the Owners of each Class of related Class A and Class A-IO Component Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the proceeds of any related Insured Payments made by the Certificate Insurer in respect of such related Current Interest); (B) to the Owners of each Class of related Class B Component Certificates and the Class B-IOA or Class B-IOF Certificates, the related Current Interest for each Class; (C) to the Certificate Insurer the amounts described in clauses (b)(ii)(B) and (D) above; (D) the Group Principal Distribution Amount applicable to each of the Group I and Group II Certificates shall be distributed as described under clause (g) below; (E) to the unrelated Class B Component Certificate the amounts described in clause (ii)(F) above until its Unrelated Principal Carryover Shortfall is reduced to zero; (F) to the extent not paid pursuant related Class B Component Certificate the amounts described in clause (ii)(G) above until its Related Principal Carryover Shortfall is reduced to clauses A. zero; (G) from the amounts described in clause (ii) (H) above the related LIBOR Carryover Fund Deposit to the related Class X Certificates for concurrent deposit in the related LIBOR Carryover Fund; (H) from amounts on deposit in the LIBOR Carryover Fund, the lesser of the related Certificateholders' Interest Index Carryover and B. above on the applicable Distribution DateAvailable LIBOR Carryover Amount (1) first, allocated among each such Class of Senior Certificates pro rata based on Certificateholders' Interest Index Carryover, an amount up to the related outstanding Certificateholders' Interest Index Carryover to the related Class A Certificates, and (2) second, to the related Class B Component Certificates, an amount that would have been distributed up to each such the related outstanding Certificateholders' Interest Index Carryover to the related Class B Component Certificates; (I) to the Servicer the amounts described in clause (ii)(I) above; (J) to the related Class B Component Certificates the amounts described in clause (ii)(J) above; (iv) FOURTH, from remaining amounts on deposit in the absence Certificate Account following the making by the Trust of all allocations, transfers and disbursements described above, the Trustee shall distribute (A) with respect to Group I (1) first to the Trustee any unreimbursed Trustee Reimbursable Expenses, and to any successor Servicer, amounts owed pursuant to Section 8.20 and (2) second to the Owners of the Class X-F Certificates, the Class X-F Distribution Amount, if any, for such shortfallDistribution Date and (B) with respect to Group II (1) first to the Owners of the Class X-A Certificates, the Class X-A Distribution Amount, if any, for such Distribution Date and (2) second to the Trustee any unreimbursed Trustee Reimbursable Expenses, and to any successor Servicer, amounts owed pursuant to Section 8.20; (v) FIFTH, from remaining amount on deposit in the Certificate Account following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall distribute to the Owners of the Class R Certificates, the related Residual Net Monthly Excess Cashflow, if any, for such Distribution Date.

Flow of Funds. (ia) The Indenture Trustee shall deposit in the Certificate Note Account without duplication, upon receipt, with respect any Insured Payments from the Policy Payment Account pursuant to Group ISection 7.02(b) hereof, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 4.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On With respect to funds on deposit in the Note Account, on each Distribution Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received Note Account, (A) to, itself, the Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Note Insurer; (ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to Group I: 1. To the Trustee, the Trustee Fee and such Payment Date plus (y) any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Overcollateralization Reduction Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To such Payment Date (such sum being the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class "Total Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received Excess Cashflow" with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution such Payment Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class ) in the absence following order of such shortfall.priority:

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receiptthe amount described in Section 7.4(c) hereof, with respect to Group I, any Insured Payments transferred from the Policy Payments Account and the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerTrust. (b) On With respect to the Certificate Account, on each Distribution Date, the Trustee shall shall, based upon the information set forth in a report provided by the Servicer and based upon a calculation made by the Trustee, make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, the Trustee shall distribute, pro rata, (w) to the Owners of the Class A-1 Certificates, the Class A-1 Distribution Amount for such Distribution Date; (x) to the Owners of the Class A-2 Certificates, the Class A-2 Distribution Amount for such Distribution Date; (y) to the Owners of the Class A-3 Certificates, the Class A-3 Distribution Amount for such Distribution Date; and (z) to the Owners of the Class A-4 Certificates, the Class A-4 Distribution Amount for such Distribution Date; (ii) second, the Trustee shall pay to the Certificate Insurer from the remaining amounts then on deposit in the Certificate Account received with respect an amount equal to Group I:the Premium Amount for such Distribution Date plus the Reimbursement Amount as of such Distribution Date. 1. To the Trustee(iii) third, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, shall distribute from the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates remaining amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II:the Owners of the Class B Certificates, the lesser of (x) such remaining Available Funds and (y) the Class B Interest Distribution Amount; 1. To the Trustee(iv) fourth, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, shall distribute from the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts then on deposit in the Certificate Account received with respect to Group I and Group II: 1. Concurrentlythe Owners of the Class B Certificates, the Class B Principal Distribution Amount to be applied as a distribution of principal on account of the Class B Certificates; (v) fifth, the Trustee shall pay from the remaining amounts then on deposit in the Certificate Account to the Servicer, to the Senior Certificates extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and accrued and unpaid Servicing Fees, in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall each case as certified to the extent not paid pursuant Trustee by the Servicer to clauses A. and B. above on the applicable be owing to it as of such Distribution Date, allocated among and/or to the Trustee, any reimbursable amounts then unpaid to the Trustee; (vi) sixth, the Trustee shall distribute from the Available Funds then on deposit in the Certificate Account to the Owners of the Class C Certificates, the Class C Distribution Amount for such Distribution Date; and (vii) seventh, on each Distribution Date, the Trustee shall apply the amount, if any, remaining in the Certificate Account after the foregoing allocations, to the Owners of the Class RU Certificates. provided, however, that if, on any Distribution Date, (x) the Certificate Insurer is then in default under the Certificate Insurance Policy relating to the Mortgage Loans and (y) a Subordination Deficit exists, then any distribution of the Principal Distribution Amount on such Class of Senior Certificates Distribution Date shall be made pro rata based to the Owners of each of the Class A Certificates. (c) Notwithstanding clause (b)(i) above, the aggregate amounts distributed on all Distribution Dates to the amount that would have been Owners of the Class A-1 Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the Class A-1 Certificates; the aggregate amounts distributed on all Distribution Dates to the Owners of the Class A-2 Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the Class A-2 Certificates; and the aggregate amounts distributed on all Distribution Dates to the Owners of the Class A-3 Certificates on account of principal shall not exceed the Original Certificate Principal Balance for the Class A-3 Certificates. (d) Any amounts properly distributed to each the Owners of the Class B Certificates, the Class C Certificates or to the Owners of the Residual Certificates pursuant to the terms of this Agreement shall be distributed free of the subordination described herein, and any such amounts shall in no event be required to be returned to the Trustee or paid over to the Owners of the Class in A Certificates. (e) Whenever, during the absence administration of the Trust, there comes into the possession of the Trustee any money or property which this Agreement does not otherwise require to be distributed on account of the Class A Certificates, the Class B Certificates, or the Class C Certificates, the Trustee shall distribute such shortfallmoney or other property to the Owners of the Class C Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (iv) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group IV, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IV, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group IV and the Group IV Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. E. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. To the Class AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause E. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. Concurrently, to each Class of Group II III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II III Certificates on a pro rata basis based on each Group II III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II III Certificates. 3. The remaining amount pursuant to clause C. E. below. C. D. With respect to amounts in the Certificate Account received with respect to Group IV: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group IV. 2. To the Class AV-5 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause E below. E. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II, Group III and Group II: IV: 1. Concurrently, to the Senior Certificates in both all four Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B, C and B. D. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, concurrently as follows: (i) To the Group I Certificates, the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Group III Certificates, the Group III Principal Distribution Amount allocated in the following order of priority: (a) Sequentially, to the Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (iv) To the Class AV-5 Certificates, the Group IV Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Offered Certificates, the Subordination Increase Amount or the OC Holiday Realized Loss Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 11 of clause E. above. 13. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 18. To the Class M-6 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 19. To the Class M-7 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 20. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 21. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 22. Concurrently (i) to the Fixed Rate Certificates, pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV-1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II, (iii) to the Group III Certificates, pro rata, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, (iv) to the Class AV-5 Certificates, the Group IV Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplement Interest Reserve Fund with respect to Group IV in the case of clauses (ii), (iii) and (iv) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 23. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 24. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1, C.1 and D.1 above. 25. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 26. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses E.21 through E.25 above. 27. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account Account, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the ServicerAmount. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to Group IIthe Upper-Tier Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made Trustee shall transfer to the Trustee, the Trustee pursuant to Sections 8.08(e), 8.09 Fee and 8.10 with respect to Group II and any Trustee Reimbursable Expenses from the Group II Monthly Remittance Amount remitted by the ServicerCertificate Account. (b) On With respect to funds on deposit in the Upper-Tier Distribution Account, on each Distribution Payment Date, the Trustee shall make disburse the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account Interest Remittance Amount transferred thereto pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) (Reserved.) (ii) First, to amounts in the Certificate Account received Owners of the Class A Certificates (including the Class A-7IO Certificates), the related Current Interest plus the related Interest Carry Forward Amount with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I Class A Certificates. 3. The remaining amount pursuant ; provided, that if the Interest Amount Available is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to Group II: 1. To all Classes of the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II A Certificates, the related Class Monthly Interest Amount and any related Available will be distributed among the outstanding Classes of Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior A Certificates pro rata based on the aggregate amount that would of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount; (iii) Second, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest; (iv) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest; (v) Fourth, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and (vi) Fifth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (d) of this Section 7.03. (c) With respect to the Upper-Tier Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal transferred thereto, in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have been occurred: (i) On each Payment Date (a) before the Stepdown Date or (b) on or after the Stepdown Date if a Trigger Event is in effect, Owners of the Class A Certificates (other than the Class A-7IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount as follows: (I) to the Owners of the Class A-6 Certificates, the Class A-6 Lockout Distribution Amount and (II) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and sixth, to the Owners of the Class A-6 Certificates (without regard to the Class A-6 Lockout Distribution Amount) until the Class A-6 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates on such Payment Date shall be distributed pro rata in accordance with the respective Certificate Principal Balances. (ii) On each Payment Date (a) on or after the Stepdown Date and (b) as long as a Trigger Event is not in effect, the Owners of the Offered Certificates (other than the Class A-7IO Certificates) will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount as follows: (A) First, the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount shall be distributed (I) to the Owners of the Class A-6 Certificates, in an amount equal to the Class A-6 Lockout Distribution Amount and (II) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; second, to the Owners of the Class A-2 Certificates, until the Class A-2 Certificate Principal Balance is reduced to zero; third, to the Owners of the Class A-3 Certificates, until the Class A-3 Certificate Principal Balance is reduced to zero; fourth, to the Owners of the Class A-4 Certificates, until the Class A-4 Certificate Principal Balance is reduced to zero; fifth, to the Owners of the Class A-5 Certificates, until the Class A-5 Certificate Principal Balance is reduced to zero; and sixth, to the Owners of the Class A-6 Certificates (without regard to the Class A-6 Lockout Distribution Amount) until the Class A-6 Certificate Principal Balance is reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the sum of the Certificate Principal Balance of the Subordinate Certificates and the Overcollateralization Amount is zero, any amounts of principal payable to the Owners of the Class A Certificates on such Payment Date shall be distributed pro rata in accordance with the respective Certificate Principal Balances. (B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to each such the Owners of the Class A Certificates in clause (A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero; (C) Third, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates in clause (A) above and the amount distributed to the Owners of the Class M-1 Certificates in clause (B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero; (D) Fourth, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amount distributed to the Owners of the Class A Certificates pursuant to clause (A) above, the amount distributed to the Owners of the Class M-1 Certificates pursuant to clause (B) above and the amount distributed to the Owners of the Class M-2 Certificates pursuant to clause (C) above and (y) the Class B Principal Distribution Amount shall be delivered to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and (E) Fifth, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A), (B), (C) and (D) above shall be distributed as provided in subsection (d) of this Section 7.03. (d) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the absence following order of priority on such Payment Date: (i) to fund the Extra Principal Distribution Amount for such Payment Date; (ii) to fund the Class M-1 Interest Carry Forward Amount, if any; (iii) to fund the Class M-1 Realized Loss Amortization Amount for such Payment Date; (iv) to fund the Class M-2 Interest Carry Forward Amount, if any; (v) to fund the Class M-2 Realized Loss Amortization Amount for such Payment Date; (vi) to fund the Class B Interest Carry Forward Amount, if any; (vii) to fund the Class B Realized Loss Amortization Amount for such Payment Date; (viii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances; (ix) to the Trustee for the reimbursement of expenses of the Trustee not reimbursed pursuant to Section 7.03(a)(iii) above which expenses were incurred in connection with its duties and obligations hereunder; and (x) to fund a distribution to the Owners of the Class R Certificates, the remainder; provided, however, that if the Overcollateralization Release Amount is zero solely due to the existence of a Subordinated Trigger Event, then the amount which otherwise would constitute the related Overcollateralization Release Amount shall be distributed as a reduction of the Certificate Principal Balance of the Subordinate Certificates, as follows: first, to the Owners of the Class B Certificates until the related Class B Certificate Termination Date, second, to the Owners of the Class M-2 Certificates, until the Class M-2 Certificate Termination Date, and third, to the Owners of the Class M-1 Certificates until the Class M-1 Certificate Termination Date. (e) On each Payment Date, the Trustee shall allocate an amount equal to the excess of (x) the Aggregate Certificate Principal Balance over (y) the Loan Balance of the Home Equity Loans, if any, to reduce the Certificate Principal Balances of the Subordinate Certificates in the following order of priority: (i) to the Class B Certificates until the Class B Certificate Principal Balance is reduced to zero; (ii) to the Class M-2 Certificates until the Class M-2 Certificate Principal Balance is reduced to zero; and (iii) to the Class M-1 Certificates until the Class M-1 Certificate Principal Balance is reduced to zero. (f) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clauses (c), (d)(i) and (d)(x) shall not exceed the original Certificate Principal Balance of the related Certificates. (g) The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class R Certificates to receive distributions in respect of the Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such shortfallOwners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class R Certificate shall not be required to refund any amount properly distributed on the Class R Certificates pursuant to this Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. ; provided, that the Trustee then shall withdraw from the Certificate Account, any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (iiother than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) The and distribute such amount to the Supplemental Interest Trustee shall for deposit in the Certificate Swap Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee and distribution pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.12. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.Expenses. 2. Concurrently, to each Class of Group I Senior Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Senior Certificates on a pro rata basis based on each Group I Senior Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Senior Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. ConcurrentlySequentially, to each the Class of Group II X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 4. To the Senior Certificates, an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, sequentially, to the Class AV-1, Class AV-2, Class AV-3 and Class AV-4 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero; provided, that notwithstanding anything to the contrary in this Agreement, if on any Distribution Date, the aggregate Certificate Principal Balance of the Subordinate Certificates is equal to zero and the Overcollateralization Amount is equal to zero, then the Principal Distribution Amount shall be distributed to the Senior Certificates, pro rata, based on their respective Certificate Principal Balances. 5. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Class M-8 Certificates, the Class M-8 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 13. To the Class M-9 Certificates, the Class M-9 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 14. To the Class M-10 Certificates, the Class M-10 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 15. To the Class M-11 Certificates, the Class M-11 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 16. To the Offered Certificates, the Subordination Increase Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 4 through 15 above. 17. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, in each case, first (a) any related Class Interest Carryover Shortfall for and then (b) any related Class Principal Carryover Shortfall. 18. To the Net WAC Cap Carryover Reserve Fund, the lesser of (a) the Class X-IO Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and (b) the WAC Excess which amount shall be accounted for as distributed to the Class Interest Carryover Shortfall without priority among such Group II CertificatesX-IO Certificates for U.S. federal income tax purposes. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 119. Concurrently, to the Senior Certificates in both Certificate GroupsCertificates, pro rata, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 20. Sequentially, to the Class Monthly X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Net WAC Cap Carryover Reserve Fund. 21. To the Supplemental Interest Amount Trustee, for deposit in the Swap Account, any Swap Termination Payments resulting from a Swap Provider Trigger Event for payment pursuant to Section 7.12(viii). 22. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A. clause 1 above. 23. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above unreimbursed Compensating Interest. 24. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clause 18 above. 25. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Distribution Date, allocated among each such Class of Senior X-IO and Class R Certificates pro rata based on the amount that would have been distributed pursuant to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in to the Certificate Account Distribution Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Fixed Rate Group I Monthly Remittance Amount remitted by the Master Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Distribution Account without duplication, upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount remitted by the Master Servicer. (bc) On With respect to the Distribution Account, on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Distribution Date, the Trustee shall allocate an amount equal to amounts in the Certificate Account received sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group Iand Distribution Date plus (y) any Subordination Reduction Amount with respect to such Mortgage Loan Group and Distribution Date (such sum (net of the related Premium Amount paid pursuant to clause (iii)(B) below, as applicable, and the Trustee Fee allocable to such Mortgage Loan Group then payable under clause (iii)(D) below) being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Distribution Date) with respect to such Mortgage Loan Group in the following order of priority: 1. To (A) first, such Total Monthly Excess Cashflow with respect to each Mortgage Loan Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clauses (iii)(A) or (iii)(C), as applicable, below on such Distribution Date with respect to the related Mortgage Loan Group in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (calculated for this purpose only by reference to clause (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any Subordination Increase Amount with respect to the related Mortgage Loan Group) for such Distribution Date exceeds (y) the Available Funds with respect to such Mortgage Loan Group for such Distribution Date (the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group, and the "Adjustable Rate Group Available Funds Shortfall" with respect to the Adjustable Rate Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocation described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the related Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iii) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Mortgage Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be disbursed to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Mortgage Loan Group. (ii) second, on each Distribution Date, the Trustee shall apply the amount, if any, of the Total Monthly Excess Cashflow with respect to a Mortgage Loan Group on a Distribution Date remaining after the allocations described in clause (i) above (the "Net Monthly Excess Cashflow") for such Mortgage Loan Group and Distribution Date in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, any Subordination Deficiency Amount with respect to the related Mortgage Loan Group as of such Distribution Date; (B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, the Subordination Deficiency Amount, if any, with respect to the other Mortgage Loan Group; and (C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above shall be paid to the Master Servicer to the extent of any xxxxxxxxxxxx X&X Advances and unreimbursed Servicing Advances: (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts (including any related Insured Payment) then on deposit in the Distribution Account with respect to the related Mortgage Loan Group, the Trustee shall distribute: (A) to the Owners of the Class A Certificates of the related Mortgage Loan Group, the Fixed Rate Group Current Interest or Class A-5 Current Interest, as applicable, on a pro rata basis without any priority among such Class A Certificates, until the applicable Class A Certificate Termination Date; (B) to the Certificate Insurer, on each Distribution Date for the related Mortgage Loan Group, the prorated Premium Amount determined by the relative Certificate Principal Balance of the related Classes of Class A Certificates for such Distribution Date; (C) to the Owners of the related Class of Class A Certificates, (I) the Fixed Rate Group Principal Distribution Amount shall be distributed as follows: (a) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date, (b) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date, (c) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date and (d) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Termination Date and (II) the Adjustable Rate Group Principal Distribution Amount shall be distributed to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date; (D) to the Trustee, the Trustee Fee and Fees with respect to such Mortgage Loan Group then due (plus any Transition Expenses for Group I.expenses owing to the Trustee pursuant to Section 3.02(e) of the Insurance Agreement); 2. Concurrently, (E) to each the Class of Group I A-5 Certificates, the Basis Risk Carryover Amount outstanding on such Distribution Date; (F) to the Owners of the Class X Certificates, the Class X-1 Distribution Amount and Class X-2 Distribution Amount; and (G) to the Owners of the Class R Certificates, any amounts remaining in the Distribution Account. (d) On any Distribution Date during the continuance of any Certificate Insurer Default: (i) Any amounts otherwise payable to the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Distribution Account as Total Available Funds; and (ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Distribution Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates on such Distribution Date. (e) Notwithstanding clause (c)(iii) above, the aggregate amounts distributed on all Distribution Dates to the Owners of the Class A Certificates on account of principal pursuant to clause (c)(iii)(C) shall not exceed the original Certificate Principal Balance of the related Certificates. (f) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Distribution Account and shall distribute such Insured Payments, or the proceeds thereof, (i) in the case of the Fixed Rate Certificates, through the Distribution Account to the Owners of such Certificates and (ii) in the case of the Class A-5 Certificates, through the Distribution Account to the Owners of such Certificates. (g) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Master Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Master Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest [together with any interest thereon at the applicable Pass-Through Rate from the Trust] and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to receive all or any portion of Reimbursement Amounts unless on such Distribution Date the Owners of the Class A Certificates shall also have received the full amount of the Class A Distribution Amount for such Distribution Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates as set forth in Section 7.03(c)(iii). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates; provided, however, that in the event that the Owners of the Class A Certificates shall have received the full amount of the Class A Distribution Amount and any related Class Interest Carryover Shortfall for the such Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest the Certificate Insurer shall be entitled to receive the related Reimbursement Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3pursuant to Section 7.03(c)(i) hereof. The remaining rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X Certificates and the Class R Certificates to receive distributions in respect of the Class X Certificates and the Class R Certificates, and all ownership interests of the Owners of the Class X Certificates and the Class R Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X Certificates and the Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X Certificates and the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X Certificates and the Class R Certificates shall not be required to refund any amount properly distributed on the Class X Certificates and the Class R Certificates pursuant to clause C. belowthis Section 7.03. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II II, the Closing Date Deposit and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect The Group I Monthly Interest Amount and Group II Monthly Interest Amount, respectively, are required to amounts be distributed in the Certificate Account received with respect to Group Ifollowing order of priority until such amounts have been fully distributed: 1. To first, to the Trustee, the Trustee Fee and any Transition Expenses for Group I.the related Group; 2. Concurrentlysecond, to each Class of Group I Certificatesthe Senior Certificates for such Group, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the such Class on that Distribution Date; provided, allocated however, if the interest collections for the related Group are not sufficient to make a full distribution of the Class Monthly Interest Amount and any Class Interest Carryover Shortfall with respect to the Senior Certificates of such Group, the interest amounts for the related Group will be distributed pro rata among each such Class of Senior Certificates of the related Group I Certificates on a pro rata basis based on each Group I Certificate’s the ratio of: (i) the Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates.for that Class to (ii) the total amount of Class Monthly Interest Amount and any Class Interest Carryover Shortfall for the Senior Certificates of the Group; 3. The remaining amount third, to the Class M-1 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date;; 4. fourth, to the Class M-2 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; 5. fifth, to the Class B Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; and 6. sixth, any remainder will be treated as Excess Interest of such Group and distributed pursuant to clause C. below. B. With The Principal Distribution Amount for that Distribution Date with respect to amounts each Group is required to be distributed in the following order of priority until the related Principal Distribution Amount has been fully distributed: 1. to the Senior Certificates of the related Group, the Senior Principal Distribution Amount for the Group, as follows: (i) the Senior Principal Distribution Amount for Group I is required to be distributed as follows: (A) first, the Class AF-6 Lockout Distribution Amount to the Class AF-6 Certificates, and (B) then, the balance of the Senior Principal Distribution Amount for Group I, sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates so that no distribution will be made to any such Class until the Certificate Account received Principal Balances of all the related Senior Certificates with a lower numeral designation shall have been reduced to zero; provided, however, that, on any Distribution Date on which the Certificate Principal Balance of the Senior Certificates with respect to Group I is equal to or greater than the aggregate Loan Balance of the Group I Home Equity Loans, the Senior Principal Distribution Amount for Group I will be distributed pro rata and not sequentially to those Senior Certificates; and (ii) the Senior Principal Distribution Amount for Group II is required to be distributed to the Class AV Certificates until the Certificate Principal Balance of that Class has been reduced to zero; 2. to the Class M-1 Certificates of the Group, the Class M-1 Principal Distribution Amount for that Class; 3. to the Class M-2 Certificates of the Group, the Class M-2 Principal Distribution Amount for that Class; and 4. to the Class B Certificates of the Group, the Class B Principal Distribution Amount for that Class. C. Group I Monthly Interest Amounts or Group II Monthly Interest Amounts, as applicable, remaining pursuant to clause A.6 above, together with any Excess Overcollateralization Amount for the related Group, will be treated as Excess Interest and will be required to be distributed in the following order of priority until fully distributed: 1. the Subordination Increase Amount for the Group, payable in the order of priority set forth in clauses B.1 through B.4 above; 2. to the Class M-1 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 3. to the Class M-1 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 4. to the Class M-2 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 5. to the Class M-2 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 6. to the Class B Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 7. to the Class B Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 8. for distribution to the other Group first, to the Offered Certificates of the other Group, payable in the order of priority set forth in clauses B.1 through B.4 above, to the extent that any Subordination Increase Amounts with respect to such Certificates have not otherwise been distributed in full for that Distribution Date and then, to the Offered Certificates of the other Group in accordance with the priorities set forth in clauses C.2 through C.7, to the extent that any related Class Principal Carryover Shortfalls have not otherwise been distributed in full for that Distribution Date; 9. to the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount and (b) the WAC Excess; 10. in the case of Group I, sequentially, to the Class MF-1, Class MF-2 and Class BF Certificates, in that order, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I and, in the case of Group II, to the Group II Certificates, payable in the order of priority set forth in clauses 1 through 5 of clause A. above, the related Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II:; 111. To the Trustee, to the Trustee Fee and any Transition as reimbursement for all Trustee Reimbursable Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount Group incurred in connection with its duties and any related Class Interest Carryover Shortfall obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clause A.1 above, payable first from the related Group and then from the other Group; 12. to the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest each with respect to the related Group, payable first from the related Group and then from the other Group; and 13. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses A. C. 9 through C. 12 above; provided, however, that on any Distribution Date on which the Class X-IO Distribution Amount is distributable pursuant to Section 9.02(d), any Class X-IO Distribution Amount shall instead be distributed to the Classes of Offered Certificates of the related Group, such amount to be applied in reduction of the Certificate Principal Balance of such Classes in the same order of priority as the principal distribution amounts are to be applied for such related Offered Certificates pursuant to clauses B.1 through B.4 above. 14. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and B. above all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the applicable Distribution Date, allocated among each such Class of Senior X-IO and Class R Certificates pro rata based on the amount that would have been distributed pursuant to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (i) The Indenture Trustee shall promptly deposit in the Certificate Account Pool I Note Account, without duplication, upon receipt, with respect (i) any Insured Payments relating to Group I, Pool I received from the proceeds of any liquidation of the assets of the Trust insofar as such assets relate Policy Payment Account pursuant to Group I, Section 7.02(b) hereof and (ii) all remittances related to Pool I made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 4.08(d)(ii) in an amount equal to Group I and the Group Pool I Monthly Remittance Amount remitted by the ServicerAmount. (ii) The Indenture Trustee shall promptly deposit in the Certificate Account Pool II Note Account, without duplication, upon receipt, with respect (i) any Insured Payments relating to Group II, Pool II received from the proceeds of any liquidation of the assets of the Trust insofar as such assets relate Policy Payment Account pursuant to Group II, Section 7.02(b) hereof and (ii) all remittances related to Pool II made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 4.08(d)(ii) in an amount equal to Group II and the Group Pool II Monthly Remittance Amount remitted by the ServicerAmount. (b) On each Distribution DatePayment Date and for each Series of Notes, the Indenture Trustee shall is required to make the following allocations, disbursements payments and transfers from monies then on deposit in the related Note Account (based solely on information provided by or the Servicer in writingReserve Account with respect to clauses (i), from amounts deposited in the Certificate Account pursuant to subsection (aii), (iv), (v), (vi) and (viii)) as specified below in the following order of priority, and priority of each such allocation, transfer and disbursement payment (provided that if amounts on deposit in the Reserve Account are available to be used with respect to clauses (i), (ii), (iv), (v), (vi) and (viii) such amounts shall be treated as having occurred only after all preceding allocations: A. With respect used prior to the use of any amounts in the Certificate Account received related Note Account): (i) (A) to the Indenture Trustee, the related Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses; (B) to the Owner Trustee, the related Owner Trustee Fee; and (C) provided that no Note Insurer Default has occurred and is continuing, to the Note Insurer, the related Premium Amount; (ii) to the Owners of the related Series of Notes, the related Current Interest; (iii) to the Owners of the related Series of Notes, the related Principal Remittance Amount (less the Overcollateralization Reduction Amount for the related Series of Notes) plus the portion of the Preference Amount that relates to principal in reduction of the related Note Principal Balance until such Note Principal Balance is reduced to zero; (iv) to the Owners of the related Series of Notes, the related Excess Spread in an amount not to exceed the Pool I Overcollateralization Deficit or the Pool II Overcollateralization Deficit, as the case may be, in reduction of the Note Principal Balance of such Series of Notes, until such Note Principal Balance is reduced to zero; (v) to the Owners of the other Series of Notes, the related Excess Spread remaining after making payments of the amount required in clauses (i) - (iv), in an amount not to exceed the sum of (x) the 41 Pool I Overcollateralization Deficit or the Pool II Overcollateralization Deficit (as the case may be) for such other Series of Notes remaining after taking into account the payment of the amount required by clause (iv) above and (y) any shortfall in the amount available to pay Current Interest for such other Series of Notes (after taking into account payment of the amount required by clauses (i) - (iv) for such other Series of Notes on such Payment Date and from amounts on deposit in the Reserve Account) until such Pool I Overcollateralization Deficit or Pool II Overcollateralization Deficit (as the case may be) and such Current Interest shortfall for the other Series of Notes are reduced to zero; provided, that such Excess Spread shall be applied first, with respect to Group I:such Current Interest shortfall, and, second to such Pool I Overcollateralization Deficit or Pool II Overcollateralization Deficit (as the case may be); 1. To (vi) to the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I CertificatesNote Insurer, the related Class Monthly Interest Amount Excess Spread remaining after making the payments required in clauses (i) - (v) to reimburse the Note Insurer for any unreimbursed payments of Insured Payments and any related Class Interest Carryover Shortfall for other amounts owing to the Distribution DateNote Insurer under the Insurance Agreement, allocated among each such Class of Group I Certificates including any unpaid Premium Amount (together with interest thereon at the late payment rate specified in the Insurance Agreement) (amounts in the Reserve Account used to reimburse the Note Insurer shall be withdrawn therefrom on a pro rata basis based on the related Excess Spread deposited therein from each Group I Certificate’s Class Monthly Series of Notes); (vii) to the Owners of the related Series of Notes, the related Excess Spread remaining after making the payments required in clauses (i) - (vi) in an amount not to exceed any Overcollateralization Deficiency Amount (calculated after taking into account the payment of the amounts required by clauses (i) -(vi)) as a reduction of the Note Principal Balance of such Series of Notes until such Note Principal Balance is reduced to zero; (viii) to the Owners of the other Series of Notes, the related Excess Spread remaining after making the payments required in clauses (i) - (vii) and to the extent money is not available in the Reserve Account in an amount not to exceed any Overcollateralization Deficiency Amount (calculated after taking into account the payment of the amounts required by clauses (i) - (vii)) as a reduction of the Note Principal Balance of the other Series of Notes until such Note Principal Balance is reduced to zero; provided that the amount of Excess Spread distributed to the other Series of Notes in clause (v) and this clause (viii) cannot exceed the amount of the aggregate Realized Losses and shortfalls in Current Interest on the Loan Pool related to such other Series of Notes; (ix) to the Reserve Account, the related Excess Spread remaining after making the payments required in clauses (i) - (viii), in an amount equal to the difference between (x) the Specified Overcollateralization Amount for the other Series of Notes and Class Interest Carryover Shortfall without priority among (y) the Overcollateralization Amount for the other Series of Notes (after taking into account the payment of the amount required by clauses (i) - (viii) above for such Group I Certificates.other Series of Notes) less the amount already on deposit in the Reserve Account after the distributions in clauses (i), (ii), (iv), (v), (vi) and (viii) above; 3. The (x) to the Indenture Trustee, the related Excess Spread remaining amount after making the payments required in clauses (i) - (ix), as reimbursement of the expenses of the Indenture Trustee not reimbursed pursuant to clause C. below(i) above and incurred in connection with its duties and obligations under the Indentures; and, (xi) to the Certificate Distribution Account, the related Excess Spread remaining after making the payment required by clauses (i) - (x), for payment to the holders of the Residual Interest as provided in the Trust Agreement. B. With respect (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to amounts the Owners of a Series or of the Notes on account of principal shall not exceed the original Note Principal Balance of such Series. (d) Notwithstanding the foregoing, for a Series of Notes, in the event that a Payment Date is also a Limited Release Date, a portion of the related Limited Excess Spread equal to the product of (i) such related Limited Excess Spread and (ii) a fraction, the numerator of which is equal to the 60+ Delinquent Percentage (Rolling Six Month) for such Payment Date less 12.00% and the denominator of which is equal to 6.00% (provided that such fraction shall not exceed 1.0) will be included in the related Overcollateralization Deficiency Amount and shall not be distributed directly to the Certificate Distribution Account. (e) Notwithstanding the priority of payments specified in Section 3.03(b), on the Payment Dates during the period from January 1999 through and including February 2000, in the event that the Mortgage Portfolio Performance Test is satisfied, the percentage of the Excess Spread for a Series of Notes and corresponding Payment Date will be paid directly to the Certificate Distribution Account received for payment to the Owners of the Certificates immediately after the payment in Section 3.03(b)(vi) (and, therefore, such amount of Excess Spread will be unavailable for the distributions set out in Section 3.03(b)(vii) - (x)): Payment Date % of Excess Spread ------------ ------------------ January 1999 0% February 1999 100% March 1999 - February 2000 20% (f) Upon receipt of Insured Payments from the Note Insurer on behalf of Owners of the Notes, the Indenture Trustee shall deposit such Insured Payments in the Policy Payments Account. On each Payment Date, pursuant to Section 7.02(b) hereof, such amounts will be transferred from the Policy Payment Account to the related Note Account and the Indenture Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 3.03(b) to the Owners of such Notes. (g) The Indenture Trustee or Paying Agent shall (i) receive for each Owner of the Notes any Insured Payment from the Note Insurer and (ii) disburse the same to the Owners of the Notes as set forth in Section 3.03(b). Insured Payments disbursed by the Indenture Trustee or Paying Agent from proceeds of the Note Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to Group II: 1. To such Notes and the Trustee, Note Insurer shall be entitled to receive the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Reimbursement Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect Section 3.03(b)(vi) hereof. Nothing contained in this paragraph shall be construed so as to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above impose duties or obligations on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount Indenture Trustee that would have been distributed are different from or in addition to each such Class those expressly set forth in the absence of such shortfallthis Agreement.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), ) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each To the Class of Group II A-7 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.:

Flow of Funds. (ia) The Indenture Trustee shall deposit in the Certificate Note Account without duplication, upon receipt, with respect any Insured Payments from the Policy Payment Account pursuant to Group ISection 7.02(b) hereof, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Indenture Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 4.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On With respect to funds on deposit in the Note Account, on each Distribution Payment Date, the Indenture Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received Note Account, (A) to, itself, the Indenture Trustee Fee and the Indenture Trustee Reimbursable Expenses, and (B) provided that no Note Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Note Insurer; (ii) second, on each Payment Date, the Indenture Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to Group Isuch Payment Date plus (y) any Overcollateralization Reduction Amount with respect to such Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Payment Date) in the following order of priority: 1. To (A) first, such Total Monthly Excess Cashflow shall be allocated to the Trustee, payment of the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Principal Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below(b)(iv) below (excluding any Overcollateralization Increase Amount) in an amount equal to the amount, if any, by which (x) the Principal Distribution Amount (excluding any Overcollateralization Increase Amount) exceeds (y) the Available Funds (net of the Current Interest and the Trust Fees and Expenses) and shall be paid as part of the Principal Distribution Amount pursuant to clause (iv)(C) below (the amount of such difference being the "Available Funds Shortfall"); and (B) second, any portion of the Total Monthly Excess Cashflow remaining after the allocations described in clause (A) above shall be allocated to the payment to the Note Insurer in respect of amounts owed on account of any Reimbursement Amount pursuant to clause (b)(iv)(A)(I). B. With respect (iii) third, the amount, if any, of the Total Monthly Excess Cashflow on a Payment Date remaining after the allocations and payments described in clause (ii) above (the "Net Monthly Excess Cashflow" for such Payment Date) is required to amounts be applied in the following order or priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the payment to the Owners of the Notes of an Overcollateralization Increase Amount included in the Principal Distribution Amount, which shall be retained pursuant to clause (iv)(C) below, any Overcollateralization Deficiency Amount as of such Payment Date; (B) second, an amount equal to the lesser of (i) any portion of the Net Monthly Excess Cashflow remaining after the applications described in clause (A) and (ii) the excess of (a) the Available Funds Cap Carry-Forward Amount for such Payment Date over (b) the amount then on deposit in the Available Funds Cap CarryForward Amount Account shall be deposited into the Available Funds Cap CarryForward Amount Account; (C) third, any Net Monthly Excess Cashflow remaining after the application described in clauses (A) and (B) above shall be allocated to the payment to the Servicer pursuant to clause (iv)(A)(II) below to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances; (iv) fourth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above from amounts (including any related Insured Payment) then on deposit in the Note Account, the Indenture Trustee shall: (A) distribute (I) to the Note Insurer the amounts described in clause (ii)(B) above and (II) to the Servicer the amounts described in clause (iii)(C) above; (B) retain in the Note Account, the Current Interest (including the proceeds of any Insured Payments relating to interest made by the Note Insurer); (C) retain in the Note Account, the Principal Distribution Amount (including the proceeds of any Insured Payments relating to principal made by the Note Insurer); (D) distribute to the Indenture Trustee, for the reimbursement of expenses of the Indenture Trustee not reimbursed pursuant to clause (b)(i) above which expenses were incurred in connection with its duties and obligations hereunder; and (v) fifth, following the making by the Indenture Trustee of all allocations, transfers and disbursements described above, the Indenture Trustee shall distribute to the Certificate Distribution Account, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. (c) On each Payment Date, the Indenture Trustee shall distribute to the Owners, the amount, if any, then on deposit in the Available Funds Cap Carry-Forward Amount Account. (d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Payment Dates to the Owners of the Notes on account of principal pursuant to clause (b)(iv)(C) shall not exceed the original Note Principal Balance. (e) Upon receipt of Insured Payments from the Note Insurer on behalf of Owners of the Notes, the Indenture Trustee shall deposit such Insured Payments in the Policy Payments Account. On each Payment Date, pursuant to Section 7.02(b) hereof, such amounts will be transferred from the Policy Payment Account received to the Note Account and the Indenture Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 3.03(b), to the Owners of such Notes. (f) The Indenture Trustee or Paying Agent shall (i) receive for each Owner of the Notes any Insured Payment from the Note Insurer and (ii) disburse the same to the Owners of the Notes as set forth in Section 3.03(b). Insured Payments disbursed by the Indenture Trustee or Paying Agent from proceeds of the Note Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to Group II: 1. To such Notes and the Trustee, Note Insurer shall be entitled to receive the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Reimbursement Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect Section 3.03(b)(ii)(B) hereof. Nothing contained in this paragraph shall be construed so as to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above impose duties or obligations on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount Indenture Trustee that would have been distributed are different from or in addition to each such Class those expressly set forth in the absence of such shortfallthis Agreement.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account with respect to Group I, without duplication, upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group I received by the ServicerTrustee. (iib) The Trustee shall deposit in to the Certificate Account with respect to Group II, without duplication, upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust Trust, insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted Amount, together with any Substitution Amounts and any Loan Purchase Price amounts relating to Group II received by the ServicerTrustee. (bc) On [Reserved]. (d) With respect to amounts on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Mortgage Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) first, on each Payment Date (A) to the Oversight Agent, the Oversight Agent Fee and beginning on the second Payment Date after the Startup Day (B) to the Certificate Insurer, (x) from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Premium Amount for such Payment Date and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates (y) from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II:, the Group II Premium Amount for such Payment Date; 1. To the Trustee(ii) second, on each Payment Date, the Trustee Fee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Mortgage Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Mortgage Loan Group II. 2. Concurrently, and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan Group and Payment Date) with respect to each Class Mortgage Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group II Certificates, shall be allocated to the payment of the related Class Monthly Interest A Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received (iv) below on such Payment Date with respect to the related Mortgage Loan Group I and Group II: 1. Concurrently, in an amount equal to the Senior Certificates in both Certificate Groupsdifference, if any, between (x) the related Class Monthly Interest A Distribution Amount (calculated only with respect to clause (y) of the definition of the related Group I or Group II Principal Distribution Amount and without any related Class Interest Carryover Shortfall Subordination Increase Amount) for such Payment Date and (y) the Available Funds with respect to such Mortgage Loan Group for such Payment Date (the amount of such difference with respect to the extent not paid related Mortgage Loan Group) being the "Group I Available Funds Shortfall" or the "Group II Available Funds Shortfall"; (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the application described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Mortgage Loan Group and to the payment of the Class A Distribution Amount with respect to the other Mortgage Loan Group pursuant to clause (iv) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Mortgage Loan Group remaining after the allocations described in clauses A. (A) and B. (B) above on shall be allocated to the applicable Distribution Date, allocated among each such Class payment of Senior Certificates pro rata based on any Reimbursement Amount with respect to the amount that would have been distributed related Mortgage Loan Group pursuant to each such Class in the absence of such shortfall.clause

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to any Group II Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer, (ii) on the April 1997 Payment Date, the Group I Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the April 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (ii) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to any Group IIII Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(ii) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer, (ii) on the April 1997 Payment Date, the Group II Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the April 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (b) On Subject to any superseding provisions of clause (c) below during the continuance of a Certificate Insurer Default, with respect to funds on deposit in the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, on each Payment Date from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To the TrusteeAccount, (A) the Trustee Fee and the Trustee Reimbursable Expenses shall be paid to the Trustee, and (B) provided that no Certificate Insurer Default has occurred and is continuing the Premium Amount for such Payment Date shall be paid to the Certificate Insurer; (ii) second, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date plus (y) any Transition Expenses for Subordination Reduction Amount with respect to such Home Equity Loan Group I.and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) in the following order of priority: 2. Concurrently(A) first, such Total Monthly Excess Cashflow with respect to each Class Group shall be allocated to the payment of the related Principal Distribution Amount pursuant to clause (b)(iv) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Principal Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Group I Certificates(net of the related Trustee Fees, the related Class Monthly Interest Premium Amount, the related Trustee Reimbursable Expenses and related Current Interest) and shall be paid as part of the Principal Distribution Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee (iv)(C) and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on (D) below (the amount that would have been distributed to each such Class in the absence of such shortfall.of

Flow of Funds. (a) The Trustee shall: (i) The Trustee shall on each Remittance Date, deposit in to the Certificate Account with respect to each Mortgage Loan Group, without duplication, (a) upon receipt, with respect any Insured Payments relating to Group Isuch Mortgage Loan Group, (b) the proceeds of any liquidation of the assets of the Trust insofar as Trust, (c) the Monthly Remittance Amount with respect to such assets relate to Mortgage Loan Group Iremitted by the Master Servicer or any Sub-Servicer, all remittances made to and (ii) on the Payment Dates occurring in September 1999, October 1999 and November 1999, deposit in the Certificate Account; (x) the Pre-Funding Earnings transferred by the Trustee pursuant to Sections 8.08(e)Section 7.4(d) hereof, 8.09 and 8.10 with respect to Group I and (y) the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II Capitalized Interest Requirement and the Group II Monthly Remittance Amount remitted by Capitalized Interest Requirement to be transferred on such Payment Dates from the ServicerCapitalized Interest Account, pursuant to Section 7.4(e) hereof with respect to the related Mortgage Loan Group and (z) the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account, pursuant to Section 7.4(c) hereof with respect to the related Mortgage Loan Group. (b) On each Distribution Date, Payment Date the Trustee shall withdraw from the Certificate Account and remit to the Master Servicer or its designee all net investment earnings then on deposit in the Certificate Account (exclusive of any such earnings transferred from the Pre-Funding Account), and shall make the following allocations, disbursements and transfers (based solely of the remaining amount then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant with respect to subsection (a) each Mortgage Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect to (i) first, from amounts then on deposit in the Certificate Account received with respect to Group I: 1. To such Mortgage Loan Group, to the Trustee, an amount equal to the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, Trustee's Fees then due to it with respect to each Class of Group I CertificatesMortgage Loan Group; (ii) second, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates from amounts then on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts deposit in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrentlysuch Mortgage Loan Group, to each Class of Group II Certificates, the Certificate Insurer the related Class Monthly Interest Premium Amount and any related Class Interest Carryover Shortfall for the Distribution such Payment Date; (iii) third, allocated among each such Class of Group II Certificates from amounts then on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts deposit in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate GroupsMaster Servicer, the related Class Monthly Interest Amount and an amount equal to any related Class Interest Carryover Shortfall Servicing Fees then due to it, to the extent not paid previously received by the Master Servicer pursuant to clauses A. and B. above Sections 8.8(c)(i) or 8.9(a) hereof; 66 73 (iv) fourth, from amounts then on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class deposit in the absence Certificate Account with respect to such Mortgage Loan Group, to the Owners of the related Class A Certificates, pro rata, their respective Class A Current Interest for such shortfall.Payment Date;

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers from the Interest Remittance Amount (based solely on information provided by including the Servicer interest component of any Insured Payments which is available only for the payment of the amount described in writingSecond below), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. With respect (i) First, concurrently, (a) to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee Fee, (b) to the Certificate Insurer, the Premium Amount and any Transition Expenses for Group I.(c) to the Auction Agent, the Auction Agent Fee; 2. Concurrently(ii) Second, to each the Owners of the Class of Group I A Trust Certificates (including the Class A-11 IO Certificates), the related Class Monthly A Current Interest Amount and any plus the related Class A Interest Carryover Shortfall for the Distribution Date, allocated among Carry Forward Amount with respect to each such Class of Group I Class A Trust Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I Class A Trust Certificates. 3. The remaining amount pursuant ; provided, that if the Interest Amount Available plus the interest component of any Insured Payment is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to Group II: 1. To all Classes of the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II A Trust Certificates, such amount will be distributed among the related outstanding Classes of Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward as the Class A Interest Carry Forward Amount; (iii) Third, to the extent of the Interest Amount Available then remaining, to the Owners of the Class B Certificates, the Class B Current Interest; and (iv) Fourth, the Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03. (c) [reserved]; (d) On each Payment Date, the Trustee shall make the following disbursements from amounts relating to principal (including the principal component of any Insured Payments) in the following order of priority and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) On each Payment Date before the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) will be entitled to receive payment of 100% of the Principal Distribution Amount, together with the principal component of any Insured Payment for such Payment Date, as follows: (I) to the Owners of the Class A-1 Certificates until the Certificate Principal Balances thereof have been reduced to zero, (II) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5 and Class A-6 and (y) the Owners of Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that would order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (III) sequentially, to the Owners of the Class A-9 and Class A-10 (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account) Certificates, in that order, until their respective Certificate Principal Balances are reduced to zero and (IV) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6 and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority. If on any Payment Date the Class A Trust Certificate Principal Balance has been reduced to zero, 100% of the Principal Distribution Amount shall be distributed to the Class B Certificates until the Certificate Principal Balances thereof have been reduced to zero. (ii) On each Payment Date on or after the Stepdown Date the Owners of the Class A Trust Certificates (other than the Class A-11 IO Certificates) and Class B Certificates will be entitled to receive payments of principal, in the order of priority, in the amounts set forth below and to the extent of the Principal Distribution Amount (together, in the case of the Class A Trust Certificates (other than the Class A-11 IO Certificates), the principal component of any Insured Payment) as follows: (A) First, the lesser of (x) the Principal Distribution Amount together with the principal component of any Insured Payment and (y) the Class A Principal Distribution Amount shall be distributed (I) to the (x) the Owners of Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), an amount up to the amount necessary to reduce the Certificate Principal Balances thereof to their respective Planned Principal Balances for such Payment Date, (II) sequentially, to the Owners of the Class A-9 and Class A-10 Certificates (in the case of the Class A-10 Certificate, distributions of principal shall include any amounts in deposit in the Auction Remainder Account), in that order, until their respective Certificate Principal Balances are reduced to zero and (III) to (x) the Owners of the Class A-2 Fixed, Class A-3, Class A-4, Class A-5, Class A-6, and (y) the Owners of the Class A-7 and Class A-8 Certificates (pro rata based on the outstanding aggregate Certificate Principal Balance of each Group between the Fixed Rate PAC Group and the Floating Rate PAC Group and sequentially within each group in that order), without regard to their respective Planned Principal Balances and until the Certificate Principal Balances thereof are reduced to zero. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to any Planned Principal Balances or other order of priority; (B) Second, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Owners of the Class A Trust Certificates in clause (A) above and (y) the Class B Principal Distribution Amount shall be distributed to the Owners of the Class B Certificates, until the Class B Certificate Principal Balance has been reduced to zero; and (C) Third, any portion of the Principal Remittance Amount remaining after making all of the distributions in clauses (A) and (B) above shall be distributed as provided in subsection (f) of this Section 7.03. (e) [reserved]; (f) On any Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date: (1) to pay the Class A Interest Carry Forward Amount from prior periods, if any; (2) to pay the Certificate Insurer any Reimbursement Amount for such Payment Date (provided that any amount paid in respect of the Insurance Agreement--Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates); (3) to pay the Extra Principal Distribution Amount for such Payment Date; (4) to pay the Class B Interest Carry Forward Amount, if any; (5) to pay the Class B Realized Loss Amortization Amount for such Payment Date; and (6) as provided in Section 7.03(h) hereof. (g) [reserved]: (h) On any Payment Date, any Monthly Excess Cashflow Amount remaining after the application of Section 7.03(f)(1)-(6) shall be distributed as follows: (1) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances; (2) to pay any expenses or other amounts due under the Auction Agent Agreement (other than the Auction Agent Fee); (3) [reserved]; (4) to fund a distribution to the Owners of the Residual Certificates, the remainder. (i) [reserved]; (j) [reserved]; (k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal pursuant to clause (d) shall not exceed the original Certificate Principal Balance of the related Certificates. (l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account. (m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraphs (d)(i) and (d)(ii) above. (n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with moneys received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass- Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the Class A Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in Section 7.03(d). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(f)(2) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the absence Accounts from time to time shall not vest unless and until such amounts are distributed in respect of such shortfallthe Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in to the Certificate Account with respect to each Mortgage Loan Group, without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(iii) and the Group I Monthly Remittance Amount remitted by the Master Servicer. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Group I Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to the Upper-Tier Group III Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of Trustee shall transfer the assets of Lower-Tier Group II Distribution Amount from the Trust insofar as such assets relate to Group II, all remittances made Certificate Account to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Upper-Tier Group II and the Group II Monthly Remittance Amount remitted by the ServicerDistribution Account. (b) On With respect to the Upper-Tier Group I Distribution Account on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by from the Servicer in writing), from amounts deposited in the Certificate Account Group I Interest Remittance Amount transferred thereto pursuant to subsection (a) ), in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. (i) First, to the Trustee, the portion of the Trustee's Fee relating to Group I; (ii) Second, to the Group I Insurer, the Premium Amount; (iii) Third, to the Owners of the Class A Certificates related to Group I, the related Class A Current Interest plus the related Class A Interest Carry Forward Amount with respect to each such Class of Class A Certificates (including, with respect to the Class A-7 Certificates, the Component I Current Interest and the Component I Interest Carry Forward Amount) without any priority among such Class A Certificates; provided, that if the Group I Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group I, the Group I Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group I pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward; and (iv) Fourth, the Group I Monthly Excess Cashflow Amount shall be applied or distributed as provided in subsection (f) of this Section 7.5. (c) With respect to the Upper Tier Group II Distribution Account on each Payment Date, the Trustee shall make the following disbursements from the Group II Interest Remittance Amount transferred thereto pursuant to subsection (a), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) First, to the Trustee, the portion of the Trustee's Fee relating to Group II; (ii) Second, to the Owners of the Class A-8 Certificates, the Class A-8 Current Interest and the Class A-8 Interest Carry Forward Amount and to the Class A-7 Certificates, the Component II Current Interest and the Component II Interest Carry Forward Amounts related to Component II, without any priority among such Class A Certificates; provided, that if the Group II Interest Amount Available is not sufficient to make a full distribution of interest with respect to all Classes of the Class A Certificates related to Group II, the Group II Interest Amount Available will be distributed among the outstanding Classes of Class A Certificates related to Group II pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward; (iii) Third, to the extent of the Group II Interest Amount Available remaining, to the Owners of the Class M-1 Certificates, the Class M-1 Current Interest; (iv) Fourth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class M-2 Certificates, the Class M-2 Current Interest; (v) Fifth, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Class B-1 Certificates, the Class B-1 Current Interest; and (vi) Sixth, the Group II Monthly Excess Cashflow Amount shall be applied or distributed as provided in subsection (g) of this Section 7.5. (d) With respect to the Upper Tier Group I Distribution Account, on each Payment Date, the Trustee shall make the following disbursements from amounts in relating to principal transferred to the Certificate Account received pursuant to subsection (a), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: (i) the Group I Principal Distribution Amount shall be distributed to the Owners of the Class A-6 Certificates in an amount equal to the Class A-6 Lockout Distribution Amount, with the remainder paid to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance has been reduced to zero; (ii) the excess of (x) the Group I Principal Distribution Amount over (y) the amount distributed in clause (d)(i) above shall be distributed to the Owners of the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, sequentially in that order, until the Certificate Principal Balance of each Class (in ascending order of numerical designation) has been reduced to its Targeted Balance (as set forth in Annex I hereto) for such Payment Date; (iii) the excess of (x) the Group I Principal Distribution Amount over (y) the amounts distributed in clauses (d)(i) and (ii) above shall be distributed to the Owners of the Class A-7 Certificates as payment with respect to Component I until the Component I Principal Balance has been reduced to zero; (iv) the excess of (x) the Group I Principal Distribution Amount over (y) the amounts distributed in clauses (d)(i), (ii) and (iii) above shall be distributed to the Owners of the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates, sequentially in that order, until the Certificate Principal Balance of each Class (in ascending order of numerical designation) has been reduced to zero; (v) the excess of (i) the Group I Principal Distribution Amount over (ii) the amounts distributed in clauses (d)(i), (ii), (iii) and (iv) above shall be distributed to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Principal Balance has been reduced to zero; and (vi) any amount of the Group I Principal Distribution Amount remaining after making all of the distributions in clauses (d)(i), (ii), (iii), (iv) and (v) above shall be distributed as provided in subsection (f) of this Section 7.5. 67 73 (vii) Notwithstanding the foregoing, on any Payment Date on which the Group I Overcollateralization Amount is zero and a Group I Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Group I Certificates (other than the Class A-IO Certificates) (including the Class A-7 Certificates to the extent of the Component I Principal Balance) on such Payment Date shall be distributed pro rata and not in accordance with the above priorities. (e) With respect to the Upper-Tier Group II Distribution Account, on each Payment Date, the Trustee shall make the following disbursements in the following amounts: (i) either (x) before the Stepdown Date with respect to Group I: 1. To the TrusteeII or (y) with respect to which a Group II Delinquency Trigger Event is in effect, the Trustee Fee Owners of the Class A-8 Certificates and any Transition Expenses the Class A-7 Certificates (with respect to Component II) will be entitled to receive payment of 100% of the Group II Principal Distribution Amount for Group I. 2. Concurrentlysuch Payment Date as follows: first, to each the Owners of the Class of Group I A-8 Certificates, the related Class Monthly Interest A-8 Lockout Distribution Amount and any related then to the Owners of the Class Interest Carryover Shortfall for A-7 Certificates until the Distribution Date, allocated among each such Class of Group I Certificates Component II Principal Balance has been reduced to zero; (ii) on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. With respect to amounts in or after the Certificate Account received Stepdown Date with respect to Group II: 1. To the Trustee, and if a Group II Delinquency Trigger Event is not in effect, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class Owners of Group II Certificates, all Classes of the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant will be entitled to clause C. below. C. With respect to any remaining amounts receive payments of principal, in the Certificate Account received with respect to Group I following order of priority, in the amounts set forth below and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not of the Group II Principal Distribution Amount, as follows: (A) the lesser of (x) the Group II Principal Distribution Amount and (y) the Group II Class A Principal Distribution Amount shall be distributed to the Owners of the Class A-8 Certificates, in an amount equal to the Class A-8 Lockout Distribution Amount, with the remainder paid pursuant to clauses A. and B. above on the applicable Owners of the Class A-7 Certificates until the Component II Principal Balance of the Class A-7 Certificates has been reduced to zero; (B) the lesser of (x) the excess of (i) the Group II Principal Distribution Date, allocated among each such Class of Senior Certificates pro rata based on Amount over (ii) the amount that would have been distributed in clause (e)(ii)(A) above and (y) the Class M-1 Principal Distribution Amount shall be distributed to each such the Owners of the Class M-1 Certificates, until the Class M-1 Certificate Principal Balance has been reduced to zero; (C) the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed in clause (e)(ii)(A) above and the absence amount distributed in clause (e)(ii)(B) above and (y) the Class M-2 Principal Distribution Amount shall be distributed to the Owners of such shortfall.the Class M-2 Certificates, until the Class M-2 Certificate Principal Balance has been reduced to zero; (D) the lesser of (x) the excess of (i) the Group II Principal Distribution Amount over (ii) the sum of the amount distributed in clause (e)(ii)(A) above, the amount distributed in clause (e)(ii)(B) above and the amount distributed in clause (e)(ii)(C) above and (y) the Class B-1 Principal Distribution Amount shall be distributed to the Owners of the Class B-1 Certificates, until the Class B-1 Certificate Principal Balance has been reduced to zero; and

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.08(d)(i) and 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.08(d)(i) and 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection (a) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) concurrently, to amounts in the Trustee and the Certificate Account received with respect to Group I: 1. To the TrusteeInsurer, the Trustee Fee and any Transition Expenses for the related Home Equity Group I.and provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for the Distribution Date to the Certificate Insurer. 2. Concurrently, (ii) to each the related Classes of Class of Group I A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates for the Distribution Date. (iii) to the related Classes of Class A Certificates, an amount up to the related Class A Principal Distribution Amount in the following order of priority: (a) With respect to the Home Equity Loan Group relating to the Group I Certificates, the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed as follows: (1) to the Certificateholders of the Class A-6 Certificates, an amount equal to the Class A-6 Lockout Distribution Amount until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; and (2) The remainder as follows: first, to the Class A-1 Certificateholders until the Certificate Principal Balance of the Class A-1 Certificates is reduced to zero; second, to the Class A-2 Certificateholders until the Certificate Principal Balance of the Class A-2 Certificates is reduced to zero; third, to the Class A-3 Certificateholders until the Certificate Principal Balance of the Class A-3 Certificates is reduced to zero; fourth, to the Class A-4 Certificateholders until the Certificate Principal Balance of the Class A-4 Certificates is reduced to zero; fifth, to the Class A-5 Certificateholders until the Certificate Principal Balance of the Class A-5 Certificates is reduced to zero; and sixth to the Class A-6 Certificate holders until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, during the continuance of a Certificate Insurer Default, if there is a Collateralization Deficit with respect to the Group I Certificates, then the Class A Principal Distribution Amount applicable to the Group I Certificates shall be distributed pro rata to the Certificateholders of the Group I Certificates. 3. The remaining amount pursuant to clause C. below. B. (b) With respect to amounts in the Certificate Account received with respect Home Equity Loan Group relating to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II Certificates, the related Class Monthly Interest A Principal Distribution Amount and any related Class Interest Carryover Shortfall for applicable to the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates.Group 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. (iv) Concurrently, to the Senior Trustee and the Certificate Insurer, any unpaid Trustee Fee and any unpaid Transition Expenses for the unrelated Home Equity Group and provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any unpaid Premium Amount for the unrelated Class or Classes of Class A Certificates in both for the Distribution Date to the Certificate GroupsInsurer. (v) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, the amount of the Available Funds Shortfall with respect to the other Home Equity Loan Group. (vi) To the Certificate Insurer, in the following order of priority, the sum of: (1) Any Reimbursement Amount owed to the Certificate Insurer with respect to the related Classes of Class Monthly Interest A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocations shall follow immediately after clause (vii) below; and (2) Any unpaid Reimbursement Amount owed to the Certificate Insurer with respect to the unrelated Classes of Class A Certificates; provided that if a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, then the priority of this allocations shall follow immediately after clause (viii) below. (vii) To the Classes of Class A Certificates with respect to the related Home Equity Loan Group, an amount up to the Extra Principal Distribution Amount for the related Home Equity Loan Group, until the related Target Overcollateralization Amount is reached, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (viii) To the Classes of Class A Certificates with respect to the unrelated Home Equity Loan Group, an amount equal to any Target Deficiency for such Home Equity Loan Group remaining after the distributions above with respect to the unrelated Home Equity Loan Group, such amounts to be applied in reduction of the related Certificate Principal Balances in the same order of priority as the Class A Principal Distribution Amount is to be so applied for such Home Equity Loan Group pursuant to clause (iii) above. (ix) To the Class X-IO Certificate, the lesser of the Class X-IO Distribution Amount and the Class A-7 Interest Index Carryover, provided that, pursuant to Section 7.04 hereof, on any related Distribution Date as to which there is any unpaid Class A-7 Interest Index Carryover, the Trustee will transfer, from amounts that would otherwise be distributable to the Class X-IO Certificates pursuant to this clause, the amount of any Class A-7 Interest Index Carryover Shortfall into the Supplemental Interest Reserve Fund, for immediate transfer pursuant to this clause to the Class A-7 Certificates as payment of the Class A-7 Interest Index Carryover. (x) To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement, to the extent not paid as Transition Expenses pursuant to clauses A. (i) or (iv) above. (xi) To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and B. above on unreimbursed Compensating Interest. (xii) To the applicable Class X-IO Certificates, an amount equal to the Class X-IO Distribution DateAmount less any amounts thereof applied pursuant to clause (ix) above. (xiii) To the Class R Certificates, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallremainder.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements concurrently under Clauses (i) and transfers (based solely on information provided by ii) (i) the Servicer Group I Interest Remittance Amount (including the interest component of any Group I Insured Payments which is available only for the payment of the amount described in writingpriority Second below), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocationsdisbursements have occurred: A. With respect (A) FIRST, concurrently, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Group I Trustee Fee and any Transition Expenses for Group I. 2. ConcurrentlyFee, to the Certificate Insurer, the Group I Premium Amount and to the Auction Agent, the Auction Agent Fee; (B) SECOND, to the Owners of the Group I Class A Certificates, the Current Interest with respect to each such Class of Group I Certificates, II Class A Certificates plus the related Class Monthly Interest Carry Forward Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among with respect to each such Class of Group I Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Class A Certificates; provided, that if the Group I Certificates. 3. The remaining Interest Remittance Amount less the amount pursuant paid to clause C. below. B. With respect the Trustee as the Group I Trustee Fee, the Group I Premium Amount paid to amounts in the Certificate Account received Insurer, and the amount paid to the Auction Agent as the Auction Agent Fee (such amount, the "Group I Interest Amount Available") plus the interest component of any Group I Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Group III Class A Certificates, then such amount will be distributed among the outstanding Classes of Group I Class A Certificates pro rata based on the aggregate amount of interest due on each such Class, and any shortfall will be carried forward as the Group I Class A Interest Carry Forward Amount; (C) THIRD, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Group II Class A Certificates the amount of any shortfall on such Payment Date under priority Second in Section 7.03(b)(ii) below; (D) FOURTH, to the extent of the Group I Interest Amount Available then remaining, to the Owners of the Class B Certificates an amount equal to the product of (a) the Class B Current Interest and (b) a fraction, the numerator of which is the outstanding Group I Class A Certificate Principal Balance and the denominator of which is the Aggregate Class A Certificate Principal Balance; and (E) FIFTH, the Group I Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03. (ii) From the Group II Interest Remittance Amount (including the interest component of any Group II Insured Payments which is available only for the payment of the amount described in priority Second below), in the following order of priority, and each such disbursement shall be treated as having occurred only after all preceding disbursements have occurred: 1. To (A) FIRST, concurrently, to the Trustee, the Group II Trustee Fee and any Transition Expenses for to the Certificate Insurer, the Group II.II Premium Amount; 2. Concurrently(B) SECOND, to each Class the Owners of the Group II Class A Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among with respect to each such Class of Group II Class A Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly plus the Interest Carry Forward Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Group II Class A Certificates without any priority among such Class A Certificates; provided, that if the Group II Interest Remittance Amount less the amount paid to the Trustee as the Group II Trustee Fee and the Group II Premium Amount paid to the Certificate Insurer (such amount, the "Group II Interest Amount Available") plus the interest component of any Group II Insured Payment is not sufficient to make a full distribution of interest with respect to all Classes of the Group II Class A Certificates, then such amount will be distributed among the outstanding Classes of Group II Class A Certificates pro rata based on the aggregate amount that would have been distributed to of interest due on each such Class, and any shortfall will be carried forward as the Group II Class A Interest Carry Forward Amount; (C) THIRD, to the extent of the Group II Interest Amount Available then remaining, to the Owners of the Group I Class A Certificates the amount of any shortfall on such Payment Date under priority Second in Section 7.03(b)(i) above; (D) FOURTH, to the absence extent of such shortfallthe Group II Interest Amount Available then remaining, to the Owners of the Class B Certificates an amount equal to the product of (a) the Class B Current Interest and (b) a fraction, the numerator of which is the outstanding Group II Class A Certificate Principal Balance and the denominator of which is the Aggregate Class A Certificate Principal Balance; and (E) FIFTH, the Group II Monthly Excess Interest Amount shall be applied or distributed as provided in subsection (f) of this Section 7.03.

Flow of Funds. (ia) The With respect to the Fixed Rate Group, the Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect any Insured Payments relating to Group Isuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group Ithe Fixed Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e)Section 8.08(d)(ii) insofar as such assets relate to the Fixed Rate Group, 8.09 and 8.10 with respect to Group I and the Fixed Rate Group I Monthly Remittance Amount remitted by the Servicer. (iib) The With respect to the Adjustable Rate Group, the Trustee shall deposit in to the Certificate Account without duplication, duplication upon receipt, with respect any Insured Payments relating to Group IIsuch Group, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group IIthe Adjustable Rate Group, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect Section 8.08(d)(ii) insofar as such assets relate to the Adjustable Rate Group II and the Adjustable Rate Group II Monthly Remittance Amount remitted by the Servicer. (bc) On With respect to the Certificate Account, on each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account therein pursuant to subsection subsections (a) and (b), respectively, in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With (i) first, on each Payment Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to such Home Equity Loan Group and Payment Date (net of the related Premium Amount paid pursuant to clause (iii)(C) or (G) below, as applicable, and the Trustee Fee allocable to such Group then payable under clause (iv)(A) below) plus (y) any Subordination Reduction Amount with respect to such Home Equity Loan Group and Payment Date (such sum being the "Total Monthly Excess Cashflow" with respect to such Home Equity Loan Group and Payment Date) with respect to such Home Equity Loan Group in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clauses (iii)(D) or (iii)(H), as applicable, below on such Payment Date with respect to the related Home Equity Loan Group in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (calculated for this purpose only by reference to clause (b) of the definition of the Fixed Rate Group Principal Distribution Amount or Adjustable Rate Group Principal Distribution Amount, as the case may be, and without any Subordination Increase Amount with respect to the related Group) for such Payment Date exceeds (y) the Available Funds with respect to such Home Equity Loan Group for such Payment Date (the amount of such difference being the "Fixed Rate Group Available Funds Shortfall" with respect to the Fixed Rate Group, and the "Adjustable Rate Group Available Funds Shortfall" with respect to the Adjustable Rate Group); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group and to the payment of the related Class A Distribution Amount with respect to the other Home Equity Loan Groups pursuant to clause (iii) below; (C) third, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A) and (B) above shall be disbursed to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Home Equity Loan Group; and (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocations described in clauses (A), (B) and (C) above shall be disbursed to the Certificate Insurer in respect of any Reimbursement Amount with respect to the other Home Equity Loan Group. (ii) second, the amount, if any, of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group on a Payment Date remaining after the allocations described in clause (i) above (the "Net Monthly Excess Cashflow" for such Home Equity Loan Group and Payment Date) is required to be allocated in the following order of priority: (A) first, such Net Monthly Excess Cashflow shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Payment Date; (B) second, any Net Monthly Excess Cashflow remaining after the application described in clause (A) above shall be used to reduce to zero, through the allocation of a Subordination Increase Amount to the payment of the related Class A Distribution Amount pursuant to clause (iii) below, the Subordination Deficiency Amount, if any, with respect to the other Home Equity Loan Group; and (C) third, any Net Monthly Excess Cashflow remaining after the applications described in clauses (A) and (B) above shall be paid to the Servicer to the extent of any unreimbursed Delinquency Advances and unreimbursed Servicing Advances; (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c) from amounts (including any related Insured Payment) then on deposit in the Certificate Account received with respect to Group I: 1. To the Trusteerelated Home Equity Loan Group, the Trustee Fee shall distribute: (A) with respect to the Fixed Rate Group, the Lower-Tier Fixed Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution on the related Lower-Tier Interests to the Upper-Tier Fixed Rate Group Distribution Account; (B) from the Upper-Tier Fixed Rate Group Distribution Account to the Owners of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I A-7IO Certificates, the related Class Monthly Current Interest Amount and any thereon until the related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates A Certificate Termination Date on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Certificates; (C) from Total Monthly Excess Spread, the Premium Amount allocable to the Fixed Rate Group I Certificates. 3. The remaining amount pursuant for such Payment Date to clause C. below. B. With respect to amounts in the Certificate Insurer; (D) from the Upper-Tier Fixed Rate Group Distribution Account received as a distribution of principal to the Owners of the Class A-1, Class X-0, Xxxxx X-0, Class A-4, Class A-5 Certificates, the Fixed Rate Group Principal Distribution Amount shall be distributed as follows: (1) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Termination Date; (2) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Termination Date; (3) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Termination Date; (4) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificate Termination Date; (5) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Termination Date; (E) with respect to Group II: 1. To the TrusteeAdjustable Rate Group, the Trustee Fee Lower-Tier Adjustable Rate Group Distribution Amount (including the proceeds of any Insured Payments made by the Certificate Insurer) as a distribution of the Lower-Tier A-6 Interest to the Upper-Tier Adjustable Rate Group Distribution Account; (F) from the Upper-Tier Adjustable Rate Group Distribution Account to the Owners of the Class A-6 Certificates and any Transition Expenses for Group II. 2. Concurrently, to each the Class of Group II A-8IO Certificates, the related Class Monthly Current Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates thereon on a pro rata basis based on each Group II Certificate’s without any priority among the Class Monthly Interest Amount A-6 Certificates and Class Interest Carryover Shortfall without priority among A-8IO Certificates; and (G) from Total Monthly Excess Spread, the Premium Amount allocable to the Adjustable Rate Group for such Payment Date to the Certificate Insurer; (H) from the Upper-Tier Adjustable Rate Group II Distribution Account as a distribution of principal to the Owners of the Class A-6 Certificates, the Adjustable Rate Group Principal Distribution Amount; (iv) fourth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, Upper-Tier Fixed Rate Group Distribution Account or the Upper-Tier Adjustable Rate Group Distribution Account, the Trustee shall distribute in the following order of priority; (A) to the Trustee from the Certificate Account, the Trustee Fees then due (plus any expenses owing to the Trustee pursuant to Section 3.02(e) of the Insurance Agreement); (B) to the Owners of the Class B-IO Certificates, the Class B-IO Distribution Amount. 3. The remaining amount pursuant (v) fifth, following the making by the Trustee of all allocations, transfers and disbursements described above under this subsection (c), from amounts then on deposit in the Certificate Account, the Trustee shall distribute to clause C. belowthe Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Payment Date. C. With respect (d) On any Payment Date during the continuance of any Certificate Insurer Default: (i) Any amounts otherwise payable to any remaining amounts the Certificate Insurer as Premium Amounts or Reimbursement Amounts shall be retained in the Certificate Account received as Total Available Funds; and (ii) If there is a Subordination Deficit, then the Class A Principal Distribution Amount for such Payment Date shall be distributed pro rata to the Owners of any Outstanding Class A Certificates (other than the Class A-IO Certificates) on such Payment Date. (e) Notwithstanding clause (c)(iii) above, the aggregate amounts distributed on all Payment Dates to the Owners of the Class A Certificates on account of principal pursuant to clauses (c)(iii)(D) and (c)(iii)(H) shall not exceed the original Certificate Principal Balance of the related Certificates. (f) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof, (i) in the case of the Fixed Rate Group Certificates and the Class A-IO Certificates, through the Upper-Tier Fixed Rate Group Distribution Account to the Owners of such Certificates and (ii) in the case of the Class A-6 Certificates and Class A-8IO Certificates, through the Upper-Tier Adjustable Rate Group Distribution Account, to the Owners of such Certificates. (g) Anything herein to the contrary notwithstanding, any payment with respect to Group I and Group II: 1. Concurrently, principal of or interest on any of the Class A Certificates which is made with moneys received pursuant to the Senior terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in both the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate Groupsagrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the manner provided herein for the payment of such principal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Certificates shall also have received the full amount of the Distribution Amount for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates as set forth in Section 7.03(c)(iii). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(c)(i) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and any related all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class Interest Carryover Shortfall B-IO Certificates and the Class R Certificates to receive distributions in respect of the Class B-IO Certificates and the Class R Certificates, and all ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in and to such distributions, shall be subject and subordinate to the extent preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class B-IO Certificates and the Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class B-IO Certificates and the Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class B-IO Certificates and the Class R Certificates shall not be required to refund any amount properly distributed on the Class B-IO Certificates and the Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 Section 8.08(d)(ii) and 8.10 the Monthly Remittance Amount plus any Back-Up Servicer Fee remitted by the Servicer with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) each Loan Group. The Trustee shall deposit in remit the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made Back-Up Servicer Fee to the Trustee Back-Up Servicer before any distributions are made pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the ServicerSection 7.03(b) herein. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely Monthly Remittance Amount plus amounts described in Section 7.03(a) which are then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant to subsection (asuch amount, the "Available Funds") will be applied in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) First, for the payment of certain fees, concurrently, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. ConcurrentlyFee, to each the Certificate Insurer, the Premium Amount; (ii) Second, for the payment of that Class A Certificate interest, to the extent of Group I the Available Funds then remaining in the Certificate Account, plus the interest component of any related Insured Payment, (such amount, the "Interest Amount Available"), to the Owners of the Class A Certificates, the related Class Monthly Current Interest plus the Interest Carry Forward Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among with respect to each such Class of Group I related Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I Class A Certificates. 3. The remaining amount pursuant ; provided, that if the Interest Amount Available is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class all Classes of Group II Certificates, the related Class Monthly Interest Amount and any A Certificates, then such amount will be distributed among the outstanding Classes of related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior A Certificates pro rata based on the aggregate amount that would have been distributed to of interest due on each such Class, and any shortfall will be carried forward with accrued interest; (iii) Third, for the payment of Class B Certificate interest, to the extent of the Available Funds then remaining in the absence Certificate Account, to the Owners of the Class B Certificates, an amount equal to the Current Interest for the Class B Certificates; (iv) Fourth, for the payment of the Reimbursement Amount, if any, then due to the Certificate Insurer, to the extent of the Available Funds then remaining in the Certificate Account the lesser of (x) the Reimbursement Amount then owed to the Certificate Insurer and (y) the Maximum Insurer Current Reimbursement Amount with respect to such Payment Date; (v) Fifth, for the payment of the Class A Certificate principal, to the extent of the Available Funds then remaining in the Certificate Account plus the principal component of an Insured Payment, to the Owners of the Class A Certificates, an amount necessary to reduce the Class A Certificate Principal Balance of such shortfallrelated Class A Certificates to the Class A Optimal Balance for such Payment Date; (vi) Sixth, to fund the Interest Carry Forward Amount, if any, with respect to the Class B Certificates, to the extent of the Available Funds then remaining in the Certificate Account; (vii) Seventh, for the payment of Class B Certificate principal, to the extent of the amount then remaining in the Certificate Account, an amount necessary to reduce the Class B Principal Balance to the Class B Optimal Balance for such Payment Date; (viii) Eighth, the remaining amount, if any, on deposit in the Certificate Account with respect to both Loan Groups is the "Monthly Excess Cashflow Amount", which shall be applied in the following order of priority: (a) to fund the Class B Realized Loss Amortization Amount for such Payment Date; (b) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances and any other costs and expenses incurred by the Servicer; and (c) from the Class C Distribution Amount, to fund the Class B Available Funds Cap Carry-Forward Amount; (d) to fund a distribution to Owners of the Class C Certificates in an amount equal to the remaining Class C Distribution Amount. (e) to fund a distribution to Owners of the Owners of the Class R Certificates.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 Section 8.08(d)(i) with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) If on any Distribution Date, the amounts available (excluding any Insured Payments and after giving effect to all other distributions on such Distribution Date) to pay the Class A Distribution Amount (excluding any Subordination Increase Amount) are insufficient to pay the Class A Distribution Amount (excluding any Subordination Increase Amount included therein), the Trustee shall withdraw from the Reserve Fund the lesser of such insufficiency and the amount on deposit in the Reserve Fund and shall deposit such amount in the Certificate Account. (b) On Subject to the provisions of clause (c) below on each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), for each Home Equity Loan Group from amounts deposited in the Certificate Account pursuant to subsection subsections (a) and (e) for the related Home Equity Loan Group in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred; provided, however, amounts related to Insured Payments shall be used only to make payments set forth in clauses (b)(iii)(A)-(C) below to the related Class A Certificates: A. With respect to (i) first, on each Distribution Date (x) from amounts then on deposit in the Certificate Account received for the related Home Equity Loan Group, (A) the Trustee Fee allocable to the related Home Equity Loan Group shall be paid to the Trustee and Trustee Transition Expenses in an amount not to exceed a cumulative amount equal to $50,000.00 in the aggregate for both Loan Groups shall be paid to the Trustee and (B) provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, the Premium Amount for the related Classes of Class A Certificates for such Distribution Date shall be paid to the Certificate Insurer and (y) from amounts thereon deposit in the Certificate Account for the unrelated Home Equity Loan Group, amounts necessary to pay unpaid amounts pursuant to clause (x)(A) and (B) above; (ii) second, on each Distribution Date, the Trustee shall allocate an amount equal to the sum of (x) the Total Monthly Excess Spread with respect to the related Home Equity Loan Group and Distribution Date plus (y) any Subordination Reduction Amount with respect to the related Home Equity Loan Group and Distribution Date (such sum being the "Total Monthly Excess Cashflow" for the related Home Equity Loan Group and Distribution Date) to the related Classes of Class A Certificates and the Certificate Insurer in the following order of priority: (A) first, such Total Monthly Excess Cashflow with respect to each Group shall be allocated to the payment of the related Class A Distribution Amount pursuant to clause (b)(iii) below (excluding any related Subordination Increase Amount) in an amount equal to the amount, if any, by which (x) the related Class A Distribution Amount (excluding any related Subordination Increase Amount) exceeds (y) the Available Funds with respect to such Home Equity Loan Group (net of the related Trustee Fee and the related Premium Amount) and shall be paid as part of the Class A Distribution Amount, first pursuant to clause (b)(iii)(A) below, and then as applicable pursuant to clause (b)(iii)(B) or (C) below (the amount of such difference being the "Group I Available Funds Shortfall" with respect to Group I and the "Group II Available Funds Shortfall" with respect to Group II); (B) second, any portion of the Total Monthly Excess Cashflow with respect to such Home Equity Loan Group remaining after the allocation described in clause (b)(ii)(A) above shall be allocated against any Available Funds Shortfall with respect to the other Home Equity Loan Group; (C) third, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A) and (B) above shall be allocated to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Classes of Class A Certificates; (D) fourth, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B) and (C) above shall be paid first, provided that no Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing, to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Classes of Class A Certificates and second, to the Trustee in respect of any Trustee Transition Expenses to the extent not paid pursuant to clause (b)(i)(x)(A) above; (E) fifth, any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the application described in clauses (b)(ii)(A), (B), (C) and (D) above shall be used to reduce to zero, through the payment to the Owners of the related Classes of Class A Certificates of a Subordination Increase Amount included in the related Principal Distribution Amount, which shall be paid pursuant to clause (b)(iii)(B) or (C) below, any Subordination Deficiency Amount with respect to the related Home Equity Loan Group as of such Distribution Date; (F) sixth, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D) and (E) above shall be paid to the Certificate Insurer in respect of amounts owed on account of any Reimbursement Amount with respect to the related Classes of Class A Certificates; (G) seventh, any portion of the Total Monthly Excess Cashflow remaining after the application described in clauses (b)(ii)(A), (B), (C), (D), (E) and (F) above shall be used to reduce to zero, through the payment to the Owners of the unrelated Classes of Class A Certificates of a Subordination Increase Amount included in the Principal Distribution Amount for such unrelated Classes pursuant to clauses (b)(iii)(B) or (C) below, any related Subordination Deficiency Amount, as of such Distribution Date; (H) eighth, if a Certificate Insurer Default, as defined in clause (a) of the definition thereof, has occurred and is continuing, then any portion of the Total Monthly Excess Cashflow with respect to a Home Equity Loan Group remaining after the allocations described in clauses (b)(ii)(A), (B), (C), (D), (E), (F) and (G) above shall be paid to the Certificate Insurer in respect of any Reimbursement Amount with respect to the unrelated Classes of Class A Certificates; (I:) ninth, any portion of Total Monthly Excess Cashflow with respect to Group II remaining after application of clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G) and (H) above shall be allocated to the Owners of Class A-7 Certificates pursuant to clause (b)(iii)(E) below, to the extent of any Class A-7 Certificateholders' Interest Index Carryovers from prior Distribution Dates; and 1. To (J) tenth, any Total Monthly Excess Cashflow remaining after the Trusteeapplication described in clauses (b)(ii)(A), (B), (C), (D), (E), (F), (G), (H) and (I) above shall be allocated to the Servicer pursuant to clause (b)(iii)(F) below to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest; (iii) third, following the making by the Trustee of all allocations, transfers and disbursements described in clause (b)(ii) above from amounts (including any related Insured Payment which shall be used only to make the payments set forth in clauses (iii)(A)-(C)) then on deposit in the Certificate Account for the related Home Equity Loan Group (after giving effect to the allocations provided in clause (b)(ii) above from the other Home Equity Loan Group), the Trustee Fee and any Transition Expenses for Group I.shall distribute: 2. Concurrently, (A) to the Owners of each Class of Group I related Class A Certificates, the related Current Interest for each Class Monthly Interest Amount and (including the related proceeds of any related Class Interest Carryover Shortfall for Insured Payments made by the Distribution Date, allocated among each such Class Certificate Insurer in respect of Group I Certificates the related Current Interest) on a pro rata basis based on each Group I such Class A Certificate’s Class Monthly 's Current Interest Amount and Class Interest Carryover Shortfall without priority among such the Class A Certificates; (B) the Group I Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-6 Certificates an amount equal to the Class A-6 Lockout Distribution Amount and (II) the remainder as follows: (i) first, to the Owners of the Class A-1 Certificates until the Class A-1 Certificate Principal Balance is reduced to zero; (ii) second, to the Owners of the Class A-2 Certificates until the Class A-2 Certificate Principal Balance is reduced to zero; (iii) third, to the Owners of the Class A-3 Certificates until the Class A-3 Certificate Principal Balance is reduced to zero; (iv) fourth, to the Owners of the Class A-4 Certificates until the Class A-4 Certificates are reduced to zero; (v) fifth, to the Owners of the Class A-5 Certificates until the Class A-5 Certificate Principal Balance is reduced to zero; and (vi) sixth, to the Owners of the Class A-6 Certificates until the Class A-6 Certificate Principal Balance is reduced to zero; (C) the Group II Principal Distribution Amount shall be distributed as follows: (I) to the Owners of the Class A-8 Certificates an amount equal to the Class A-8 Lockout Distribution Amount and (II) thereunder as follows: (i) first, to the Owners of the Class A-7 Certificates until the Class A-7 Certificate Principal Balance is reduced to zero and (ii) second, to the Owners of the Class A-8 Certificates until the Class A-8 Certificate Principal Balance is reduced to zero; (1) to the Certificate Insurer the amounts payable to it described in clauses (b)(ii)(C), (D), (F) and (H) above and (2) to the Trustee, the amounts payable to it described in clause (b)(ii)(D) above; (E) to the Owners of the Class A-7 Certificates., the aggregate amount of any Class A-7 Certificateholders' Interest Index Carryover from prior Distribution Dates; 3. The remaining amount (F) to the Servicer the amounts set forth in clause (b) (ii)(J) above; (G) to the Trustee, any unreimbursed Trustee Reimbursable Expenses, and to any successor Servicer, amounts owed pursuant to clause C. below.Section 8.20; B. With respect (iv) fourth, (x) to the Owners of the Class X-IO Certificates, the Initial Class X-IO Distributable Amount and (y) from remaining amounts on deposit in the Certificate Account received with respect to Group II: 1. To following the Trusteemaking by the Trustee of all allocations, transfers and disbursements described above, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, shall distribute to each the Owners of the Class of Group II X-IO Certificates, the related Initial Class Monthly Interest Amount X-IO Distributable Amount, if any, for such Distribution Date and any related the Class Interest Carryover Shortfall X-IO Distribution Amount, if any, for the such Distribution Date; and (v) fifth, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any from remaining amounts on deposit in the Certificate Account received following the making by the Trustee of all allocations, transfers and disbursements described above, the Trustee shall (x) deposit the remaining funds, up to the Class R-2 Distribution Amount, in the Reserve Fund and (y) distribute to the Owners of the Class R Certificates, the Residual Net Monthly Excess Cashflow, if any, for such Distribution Date. (c) On any Distribution Date during the continuance of any Certificate Insurer Default, if there is a Subordination Deficit with respect to Group I and or Group II: 1, then the Group I Principal Distribution Amount or the Group II Principal Distribution Amount, as applicable, for such Distribution Date shall be distributed pro rata to the Owners of any related Outstanding Class A Certificates on such Distribution Date. (d) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Class A Certificates on account of principal pursuant to clause (b)(iii)(B) and (C) shall not exceed the original Certificate Principal Balance of the related Class A Certificates. (e) Upon receipt of Insured Payments from the Certificate Insurer on behalf of Owners of the Class A Certificates, the Trustee shall deposit such Insured Payments in the Policy Payments Account. ConcurrentlyOn each Distribution Date, pursuant to Section 12.02(b) hereof, such amounts will be transferred from the Policy Payments Account to the Certificate Account and the Trustee shall distribute such Insured Payments, or the proceeds thereof in accordance with Section 7.03(b), to the Senior Owners of such Class A Certificates. (f) The Trustee or Paying Agent shall (i) receive for each Owner of the Class A Certificates in both any Insured Payment from the Certificate Groups, Insurer and (ii) disburse the same to the Owners of the related Class Monthly Interest A Certificates as set forth in Section 7.03(b). Insured Payments disbursed by the Trustee or Paying Agent from proceeds of the Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Certificates and the Certificate Insurer shall be entitled to receive the Reimbursement Amount pursuant to Section 7.03(b)(iii)(D) hereof. Nothing contained in this paragraph shall be construed so as to impose duties or obligations on the Trustee that are different from or in addition to those expressly set forth in this Agreement. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and any related all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, except with respect to the Initial Class Interest Carryover Shortfall X-IO Distributable Amount to the extent set forth in Section 7.03(b), all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Class A Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not paid vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, and the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfallthis Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, (i) upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer, (ii) on the October 1997 Payment Date, the Capitalized Interest Requirement to be transferred on such Payment Date from the Capitalized Interest Account, pursuant to Section 7.04(e) hereof and (iii) on the October 1997 Payment Date, the portion of the amount, if any, to be transferred on such Payment Date from the Pre-Funding Account pursuant to Section 7.04(c) hereof. (ii) The On each Payment Date, the Trustee shall deposit in transfer the Lower-Tier Distribution Amount from the Certificate Account without duplication, upon receipt, with respect to Group IIthe Upper-Tier Distribution Account. (iii) On each Payment Date, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made Trustee shall transfer to the Trustee, the Trustee pursuant to Sections 8.08(e), 8.09 Fee and 8.10 with respect to Group II and any Trustee Reimbursable Expenses from the Group II Monthly Remittance Amount remitted by the ServicerCertificate Account. (b) On With respect to funds on deposit in the Upper-Tier Distribution Account, on each Distribution Payment Date, the Trustee shall make disburse the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account Interest Remittance Amount transferred thereto pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: A. With respect (i) (Reserved.) (ii) First, to amounts in the Certificate Account received Owners of the Class A Certificates (including the Class A-11IO Certificates), the related Current Interest plus the related Interest Carry Forward Amount with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Class A Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I Class A Certificates. 3. The remaining amount pursuant ; provided, that if the Interest Amount Available is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to Group II: 1. To all Classes of the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class of Group II A Certificates, the related Class Monthly Interest Amount and any related Available will be distributed among the outstanding Classes of Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior A Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall.based

Flow of Funds. (ia) The Trustee shall deposit in to the Certificate Account Account, without duplication, upon receipt, with respect to Group Iany Insured Payments, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group ITrust, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I Section 8.08(d)(ii) and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, Servicer with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicereach Loan Group. (b) On each Distribution Payment Date, the Trustee shall make the following allocations, disbursements and transfers (based solely Monthly Remittance Amount for a Loan Group which is then on information provided by the Servicer in writing), from amounts deposited deposit in the Certificate Account pursuant (such amount, the "Available Funds" with respect to subsection (aa Loan Group) will be applied in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect (i) First, concurrently, to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I.to the Certificate Insurer, the Premium Amount, in each case with respect to such Loan Group; 2. Concurrently(ii) Second, to each the extent of the Available Funds then remaining in the Certificate Account with respect to such Loan Group, plus the interest component of any related Insured Payment (such amount, the "Interest Amount Available" for such Loan Group), to the Owners of the Class of Group I CertificatesA Trust Certificates related to such Loan Group, the related Class Monthly Current Interest plus the Interest Carry Forward Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among with respect to each such Class of Group I related Class A Trust Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without any priority among such Group I Class A Trust Certificates. 3. The remaining amount pursuant ; provided, that if the Interest Amount Available (together with the amounts described in clause Third, below) is not sufficient to clause C. below. B. With respect to amounts in the Certificate Account received make a full distribution of interest with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. Concurrently, to each Class all Classes of Group II Certificates, the related Class Monthly Interest Amount and any A Trust Certificates, then such amount will be distributed among the outstanding Classes of related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II Certificates on a pro rata basis based on each Group II Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II Certificates. 3. The remaining amount pursuant to clause C. below. C. With respect to any remaining amounts in the Certificate Account received with respect to Group I and Group II: 1. Concurrently, to the Senior Certificates in both Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. and B. above on the applicable Distribution Date, allocated among each such Class of Senior A Trust Certificates pro rata based on the aggregate amount of interest due on each such Class, and any shortfall will be carried forward with accrued interest; (iii) Third, to the extent of the Available Funds then remaining in the Certificate Account with respect to such Loan Group, to the Owners of the Class A Trust Certificates related to the other Loan Group; the amount of any shortfall on such Payment Date under priority Second above; (iv) Fourth, to the extent of the Available Funds then remaining in the Certificate Account with respect to such Loan Group, to the Owners of the Class B Certificates an amount equal to the product of (a) the Current Interest for the Class B Certificates and (b) a fraction, the numerator of which is the outstanding aggregate Class A Certificate Principal Balance with respect to the Class A Trust Certificates related to such Loan Group and the denominator of which is the sum of the outstanding aggregate Class A Certificate Principal Balance with respect to the Class A Trust Certificates related to both Loan Groups; (v) Fifth, to the Certificate Insurer, the lesser of (x) the Reimbursement Amount then owed to the Certificate Insurer and (y) the Maximum Insurer Current Reimbursement Amount for such Payment Date; the amount paid to the Certificate Insurer on account of any Reimbursement Amount shall be funded from the Available Funds then remaining on deposit in the Certificate Account with respect to each Loan Group in an amount equal to the product of (a) the total amount so to be funded and (b) a fraction, the numerator of which is the outstanding Class A Certificate Principal Balance with respect to the Class A Trust Certificates related to such Loan Group and the denominator of which is the sum of the outstanding Class A Certificate Principal Balance with respect to the Class A Trust Certificate related to both Loan Groups (provided that would any amount paid in respect of the Insurance Agreement-Grantor Trust shall be deemed for federal income tax purposes to have been distributed to the Owners of the Class R Certificates); (vi) Sixth, to the extent of the Available Funds then remaining in the Certificate Account with respect to such Loan Group, plus the principal component of any related Insured Payment, to the Owners of the Class A Trust Certificates with respect to such Loan Group, an amount necessary to reduce the aggregate Class A Principal Balance of such related Class A Trust Certificates to the Class A Optimal Balance for such Payment Date; provided, that such amount of principal so distributed with respect to such Loan Group shall be reduced, but not below zero, by an amount equal to the Overcollateralization Stepdown Amount, if any, for such Payment Date; such amount to be distributed with respect to specific Classes of the Class A Trust Certificates in the further priorities described in paragraph (d) below); (vii) Seventh, to the extent of the Available Funds then remaining in the Certificate Account with respect to such Loan Group, to the Owners of the Class A Trust Certificates related to the other Loan Group, the amount of any Crossover Overcollateralization Increase Amount; such amount to be distributed with respect to specific Classes of the Class A Trust Certificates in the further provisions described in paragraph (d) below; (viii) Eighth, to the extent of the amount then remaining in the Certificate Account with respect to both Loan Groups together, an amount necessary to reduce the Class B Principal Balance to the Class B Optimal Balance for such Payment Date; (ix) Ninth, the remaining amount, if any, on deposit in the Certificate Account with respect to both Loan Groups is the "Monthly Excess Cashflow Amount" which shall be applied as set forth in paragraph (e) below; (c) [Reserved]; (i) On each Payment Date, the Class A Principal Distribution Amount with respect to Loan Group I is required to be distributed on each Payment Date in the following order of priority: (a) first, to the Class A-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (b) second, to each Class of PAC Certificates, sequentially in the order of their numerical Class designations (beginning with the Class A-2 Internal Certificates and the Class A-2 Fixed Certificates, which will receive principal pro rata) in an amount up to the amount necessary to reduce the respective Certificate Principal Balances thereof to their Planned Principal Balances for such Payment Date; (c) third, to the Class A-8 Certificates, until the Certificate Principal Balances thereof have been reduced to zero; and (d) fourth, to the PAC Certificates as provided in clause (b), but without regard to the Planned Principal Balances and until the respective Certificate Principal Balances thereof have been reduced to zero. (ii) On each Payment Date, the Class A Principal Distribution Amount with respect to Loan Group II is required to be distributed on each Payment Date to the Owners of the Class A-9 Certificates, until the Class A-9 Certificate Principal Balance has been reduced to zero. (iii) If the Class A Certificate Principal Balance of all of the Class A Trust Certificates relating to Loan Group I is reduced to zero, the Class A Trust Certificates relating to Loan Group II (if any remain Outstanding) will thereafter be entitled to receive 100% of the aggregate Class A Principal Distribution Amount relating to both Loan Groups. If the Class A Certificate Principal Balance of all of the Class A Trust Certificates relating to Loan Group II is reduced to zero, the Class A Trust Certificates relating to Loan Group I (if any remain Outstanding) will thereafter be entitled to receive 100% of the aggregate Class A Principal Distribution Amount. Notwithstanding the foregoing, on any Payment Date on which the Class B Certificate Principal Balance and the Overcollateralization Amount is zero and a Certificate Insurer Default has occurred and is continuing, any amounts of principal payable to the Owners of the Class A Trust Certificates on such Payment Date shall be distributed pro rata without regard to Planned Principal Balances, any Group designation or other order of priority. (e) On each Payment Date, the Monthly Excess Cashflow Amount is required to be applied in the following order of priority on such Payment Date: (i) to pay the Class B Interest Carry Forward Amount, if any; (ii) to pay the Class B Realized Loss Amortization Amount for such Payment Date; (iii) to the Servicer to the extent of any unreimbursed Delinquency Advances or Servicing Advances; (iv) to fund a distribution to Owners of the Class C Certificates, the lesser of (x) the amount of the Monthly Excess Cashflow Amount then remaining and (y) the Class C Distribution Amount plus the Cumulative Class C Carryforward Amount; and (v) to fund a distribution to the Owners of the Residual Certificates, the remainder. (f) [Reserved] (g) [Reserved] (h) [Reserved] (i) On each Payment Date, if the Class B Certificate Principal Balance has not been reduced to zero, the Trustee shall allocate the excess of the Aggregate Trust Certificate Principal Balance over the Total Loan Balance to reduce the Class B Certificate Principal Balance, but not below zero. (j) [Reserved]; (k) Notwithstanding anything above, the aggregate amounts distributed on all Payment Dates to the Owners of the Certificates on account of principal shall not exceed the original Certificate Principal Balance of the related Certificates. (l) On any Payment Date during the continuance of any Certificate Insurer Default any amounts otherwise payable to the Certificate Insurer as Premium Amounts shall be retained in the Certificate Account. (m) Upon receipt of Insured Payments from the Certificate Insurer on behalf of the Owners of the Class A Trust Certificates, the Trustee shall deposit such Insured Payments in the Certificate Account and shall distribute such Insured Payments, or the proceeds thereof as provided in paragraph (b) above. (n) Anything herein to the contrary notwithstanding, any payment with respect to principal of or interest on any of the Class A Trust Certificates which is made with monies received pursuant to the terms of the Certificate Insurance Policy shall not be considered payment of such Certificates from the Trust and shall not result in the payment of or the provision for the payment of the principal of or interest on such Certificates within the meaning of Section 7.03. The Depositor, the Servicer and the Trustee acknowledge, and each Owner by its acceptance of a Certificate agrees, that without the need for any further action on the part of the Certificate Insurer, the Depositor, the Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer makes payments, directly or indirectly, on account of principal of or interest on any Class A Trust Certificates to the Owners of such Certificates, the Certificate Insurer will be fully subrogated to the rights of such Owners to receive such principal and interest together with any interest thereon of the applicable Pass-Through Rate for such Class from the Trust and (b) the Certificate Insurer shall be paid such principal and interest only from the sources and in the absence manner provided herein for the payment of such shortfallprincipal and interest. It is understood and agreed that the intention of the parties is that the Certificate Insurer shall not be entitled to reimbursement on any Payment Date for amounts previously paid by it unless on such Payment Date the Owners of the Class A Trust Certificates shall also have received the full amount of the related Class A Distribution Amounts for such Payment Date. The Trustee or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A Trust Certificates any Insured Payment from the Certificate Insurer and (ii) disburse the same to the Owners of the related Class A Trust Certificates as set forth in this Section 7.03. Insured Payments disbursed by the Trustee or Paying Agent from proceeds of a Certificate Insurance Policy shall not be considered payment by the Trust, nor shall such payments discharge the obligation of the Trust with respect to such Class A Trust Certificates and the Certificate Insurer shall be entitled to receive the related Reimbursement Amount pursuant to Section 7.03(b)(v) hereof. The rights of the Owners to receive distributions from the proceeds of the Trust Estate and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Residual Certificates to receive distributions in respect of Residual Certificates, and all ownership interests of the Owners of the Residual Certificates in and to such distributions, shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Residual Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Residual Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Residual Certificates shall not be required to refund any amount properly distributed on the Residual Certificates pursuant to this Section 7.03.

Flow of Funds. (i) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group I, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group I, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group I and the Group I Monthly Remittance Amount remitted by the Servicer. (ii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group II, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group II, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group II and the Group II Monthly Remittance Amount remitted by the Servicer. (iii) The Trustee shall deposit in the Certificate Account without duplication, upon receipt, with respect to Group III, the proceeds of any liquidation of the assets of the Trust insofar as such assets relate to Group III, all remittances made to the Trustee pursuant to Sections 8.08(e), 8.09 and 8.10 with respect to Group III and the Group III Monthly Remittance Amount remitted by the Servicer. (b) On each Distribution Date, the Trustee shall make the following allocations, disbursements and transfers (based solely on information provided by the Servicer in writing), from amounts deposited in the Certificate Account pursuant to subsection (a) in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. With respect to amounts in the Certificate Account received with respect to Group I: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group I. 2. Concurrently, to each Class of Group I Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group I Certificates on a pro rata basis based on each Group I Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group I Certificates. 3. The remaining amount pursuant to clause C. D. below. B. With respect to amounts in the Certificate Account received with respect to Group II: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group II. 2. To the Class AV-1 Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date. 3. The remaining amount pursuant to clause D. below. C. With respect to amounts in the Certificate Account received with respect to Group III: 1. To the Trustee, the Trustee Fee and any Transition Expenses for Group III. 2. Concurrently, to each Class of Group II III Certificates, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall for the Distribution Date, allocated among each such Class of Group II III Certificates on a pro rata basis based on each Group II III Certificate’s Class Monthly Interest Amount and Class Interest Carryover Shortfall without priority among such Group II III Certificates. 3. The remaining amount pursuant to clause C. D. below. C. D. With respect to any remaining amounts in the Certificate Account received with respect to Group I I, Group II and Group II: III: 1. Concurrently, to the Senior Certificates in both all three Certificate Groups, the related Class Monthly Interest Amount and any related Class Interest Carryover Shortfall to the extent not paid pursuant to clauses A. A., B. and B. C. above on the applicable Distribution Date, allocated among each such Class of Senior Certificates pro rata based on the amount that would have been distributed to each such Class in the absence of such shortfall. 2. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 and Class B Certificates, in that order, the related Class Monthly Interest Amount for the Distribution Date. 3. To the Senior Certificates (other than the Class A IO Certificates), an amount up to the Senior Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, concurrently as follows: (i) To the Group I Certificates (other than the Group I A-IO Component), the Group I Principal Distribution Amount allocated in the following order of priority: (a) To the Class AF-6 Certificates, an amount equal to the Class AF-6 Lockout Distribution Amount; and (b) Sequentially, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, and Class AF-6 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. (ii) To the Class AV-1 Certificates, the Group II Principal Distribution Amount until the Certificate Principal Balance of such Certificates has been reduced to zero. (iii) To the Group III Certificates (other than the Group III A-IO Component), the Group III Principal Distribution Amount concurrently, pro rata, on the basis of the Certificate Principal Balance of the Class AV-2 Certificates and the aggregate Certificate Principal Balances of the Class AV-3, Class AV-4 and Class AV-5 Certificates, as follows: (a) To the Class AV-2 Certificates, until the Certificate Principal Balance of such Certificates has been reduced to zero; and (b) Sequentially, Class AV-3, Class AV-4 and Class AV 5 Certificates, in that order, until the respective Certificate Principal Balances of such Certificates have been reduced to zero. 4. To the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 5. To the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 6. To the Class M-3 Certificates, the Class M-3 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 7. To the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 8. To the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 9. To the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 10. To the Class M-7 Certificates, the Class M-7 Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 11. To the Class B Certificates, the Class B Principal Distribution Amount for the Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance thereof is reduced to zero. 12. To the Offered Certificates (other than the Class A-IO Certificates), the Subordination Increase Amount or the OC Holiday Realized Loss Amount for the applicable Distribution Date, allocated in the order of priority set forth in clauses 3 through 11 of clause D. above. 13. To the Class M-1 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 14. To the Class M-2 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 15. To the Class M-3 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 16. To the Class M-4 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 17. To the Class M-5 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 18. To the Class M-6 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 19. To the Class M-7 Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 20. To the Class B Certificates, (a) any related Class Interest Carryover Shortfall and then (b) any related Class Principal Carryover Shortfall. 21. To the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount, following any reduction thereof on account of distributions on that Distribution Date of amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b) and (b) the WAC Excess. 22. Concurrently (i) to the Group I Certificates (other than the Group I A-IO Component), pro rata, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I, (ii) to the Class AV 1 Certificates, the Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II and (iii) to the Group III Certificates (other than the Group III A-IO Component), pro rata, the Group III Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group III, in the case of clauses (ii) and (iii) above, to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 23. Sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class B Certificates, in that order, the related Subordinate Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, in each case to the extent not paid from amounts on deposit in the Cap Agreement Reserve Fund pursuant to Section 7.12(b). 24. To the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under the Agreement to the extent not paid as Trustee Fees or Transition Expenses pursuant to clauses A.1, B.1 and C.1 above. 25. To the Servicer to the extent of any unreimbursed Delinquency Advances, unreimbursed Servicing Advances and unreimbursed Compensating Interest. 26. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses D.21 through D.25 above. 27. To the Class R Certificates, the remainder. (c) Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the Owners of the related Offered Certificates on account of principal pursuant to Section 7.03(b) shall not exceed the original Certificate Principal Balance of the related Offered Certificates. The rights of the Owners to receive distributions from the proceeds of the Trust Estate, and all ownership interests of the Owners in such distributions, shall be as set forth in this Agreement. In this regard, all rights of the Owners of the Class X-IO and Class R Certificates to receive distributions in respect of the Class X-IO and Class R Certificates shall be subject and subordinate to the preferential rights of the holders of the Offered Certificates to receive distributions thereon and the ownership interests of such Owners in such distributions, as described herein. In accordance with the foregoing, the ownership interests of the Owners of the Class X-IO and Class R Certificates in amounts deposited in the Accounts from time to time shall not vest unless and until such amounts are distributed in respect of the Class X-IO and Class R Certificates in accordance with the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Owners of the Class X-IO and Class R Certificates shall not be required to refund any amount properly distributed on the Class X-IO and Class R Certificates pursuant to this Section 7.03.