Common use of Payments from the Note Payment Account Clause in Contracts

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee shall pay the Interest Funds for such date in the following order of priority in accordance with the report of the Securities Administrator: (i) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to each such Class, to the Senior Notes, Accrued Note Interest for each such Class and such Payment Date; (ii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iii) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (iv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (v) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vi) to the Class M-5 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 Notes, Accrued Note Interest for such Class for such Payment Date; and (x) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (ix) above. (b) On each Payment Date, the Indenture Trustee shall pay the Principal Funds, concurrently, to each Class of Notes, in proportion to the Class Principal Amounts thereof, in reduction of their Class Principal Amounts, until the Class Principal Amount of each Class has been reduced to zero. (c) On each Payment Date, the Indenture Trustee shall pay the Monthly Excess Cashflow for such date in accordance with the report of the Securities Administrator, in the following order of priority: (i) to each Class of Notes, in an amount equal to the Extra Principal Distribution Amount, in proportion to their Class Principal Amounts, in each case in reduction of their respective Class Principal Amounts, until the Class Principal Amount of each such Class has been reduced to zero; and (ii) in the following order of priority: (1) to the Class A-1 Notes, any Deferred Interest for such Class and such Payment Date; (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date; (4) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and (10) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; (iii) in the following order of priority: (1) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to each such Class, to the Senior Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap Agreements; (2) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (3) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (4) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (5) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (6) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (7) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; and (9) to the Class B-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (iv) to the Cap Counterparty, any amount payable in connection with the purchase of a substitute Cap Agreement, if any; and (v) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (iv) above.

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to for each such Class, to the Senior Notes, Accrued Note Interest for each such Class and for such Payment Date; (ii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iii) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (iv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (v) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vi) to the Class M-5 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 B Notes, Accrued Note Interest for such Class for such Payment Date; and (xviii) for application as part of Monthly Excess Interest for such Payment Date, as provided in subsection (d) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (vii) above. (b) On each Payment Date, the Paying Agent shall pay the Principal Payment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, in the following order of priority: (1) concurrently, in proportion to the Class Principal Amounts thereof, to the Senior Notes, in reduction of their Class Principal Amounts until the Class Principal Amount of each such Class has been reduced to zero; (2) to the Class M-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (3) to the Class M-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class M-3 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-4 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class M-5 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class B Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (8) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Interest Funds Principal Payment Amount remaining after application pursuant to clauses (i1) through (ix7) above. (bii) On each Payment DateDate (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the Indenture Trustee shall pay the Principal Funds, following order of priority: (1) concurrently, to each Class of Notes, in proportion to the Class Principal Amounts thereof, to the Senior Notes, an amount equal to the Class A Principal Payment Amount, in reduction of their Class Principal AmountsAmounts until the Class Principal Amount of each such Class has been reduced to zero; (2) to the Class M-1 Notes, an amount equal to the Class M-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class M-2 Notes, an amount equal to the Class M-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class M-3 Notes, an amount equal to the Class M-3 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-4 Notes, an amount equal to the Class M-4 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class M-5 Notes, an amount equal to the Class M-5 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class B Notes, an amount equal to the Class B Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (8) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (7) above. (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) to each Class of Notes, in an amount equal to fund the Extra Principal Distribution Payment Amount, to the extent of Monthly Excess Interest available on such Payment Date; (ii) concurrently, in proportion to their Class Principal Amounts, in each case in reduction the amount of their respective Class Principal Amounts, until the Class Principal Amount of Deferred Interest for each such Class has been reduced to zero; and (ii) in the following order of priority: (1) class, to the Class A-1 Senior Notes, any Deferred Interest for each such Class and such Payment Date; (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3iii) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date; (4iv) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5v) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6vi) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7vii) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) viii) to the Class M-6 B Notes, any Deferred Interest for such Class and such Payment Date; (9) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and (10) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; (iii) in the following order of priority: (1ix) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to for each such Class, to the Senior Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap Agreements; (2x) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (3xi) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (4xii) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (5xiii) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (6xiv) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (7xv) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 B Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; and (9) to the Class B-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (iv) to the Cap Counterparty, any amount payable in connection with the purchase of a substitute Cap Agreement, if any; and (vxvi) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (ivxv) above.

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) to the Swap Counterparty, the amount of any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty for such Payment Date (including amounts remaining unpaid for previous Payment Dates) pursuant to each Swap Agreement (to the extent that any such Swap Termination Payment is not due to a Swap Counterparty Trigger Event); (ii) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to for each such Class, to the Senior Notes, Accrued Note Interest for each such Class and for such Payment Date; (iiiii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iiiiv) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (ivv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (vvi) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vivii) to the Class M-5 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 Notes, Accrued Note Interest for such Class for such Payment Date; and (x) for application as part of Monthly Excess Cashflow Interest for such Payment Date, as provided in subsection (cd) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (ix) above. (b) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Principal FundsPayment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, in the following order of priority: (1) to the Swap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above); (2) concurrently, to each Class of Notes, in proportion to the Class Principal Amounts thereof, to the Senior Notes, in reduction of their Class Principal AmountsAmounts until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class M-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of each such Class has been reduced to zero; (4) to the Class M-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-3 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class M-4 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class M-5 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (ii) On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the following order of priority: (1) to the Swap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above); (2) concurrently, in proportion to the Class Principal Amounts thereof, to the Senior Notes, an amount equal to the Class A Principal Payment Amount, in reduction of their Class Principal Amounts until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class M-1 Notes, an amount equal to the Class M-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class M-2 Notes, an amount equal to the Class M-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-3 Notes, an amount equal to the Class M-3 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class M-4 Notes, an amount equal to the Class M-4 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class M-5 Notes, an amount equal to the Class M-5 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-1 Notes, an amount equal to the Class B-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-2 Notes, an amount equal to the Class B-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) on and after the Payment Date in January 2006, to each Class of Notes, in an amount equal to fund the Extra Principal Distribution Payment Amount, to the extent of Monthly Excess Interest available on such Payment Date; (ii) concurrently, in proportion to their Class Principal Amounts, in each case in reduction the amount of their respective Class Principal Amounts, until the Class Principal Amount of Deferred Interest for each such Class has been reduced to zero; and (ii) in the following order of priority: (1) class, to the Class A-1 Senior Notes, any Deferred Interest for each such Class and such Payment Date; (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3iii) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date; (4iv) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5v) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6vi) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7vii) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9viii) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and; (10ix) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; (iii) in the following order of priority: (1x) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to for each such Class, to the Senior Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (2xi) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (3xii) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (4xiii) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (5xiv) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (6xv) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (7xvi) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; and; (9xvii) to the Class B-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (ivxviii) on each Payment Date, for payment to the Cap Swap Counterparty, any unpaid Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to any Swap Agreement; (xix) on each Payment Date, for payment to the Swap Counterparty any amount payable in connection with the purchase of a substitute Cap Swap Agreement, if any; and; (vxx) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (ivxix) above.

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) [to the Swap Counterparty, the amount of any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty for such Payment Date (including amounts remaining unpaid for previous Payment Dates) pursuant to each Swap Agreement (to the extent that any such Swap Termination Payment is not due to a Swap Counterparty Trigger Event);] (ii) [concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to for each such Class, to the Senior Notes, Accrued Note Interest for each such Class and such Payment Date; (ii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iii) to the Class M-2 [ ] Notes, Accrued Note Interest for such Class for such Payment Date; (iv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (v) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vi) to the Class M-5 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 [ ] Notes, Accrued Note Interest for such Class for such Payment Date; and (xv) for application as part of Monthly Excess Interest for such Payment Date, as provided in subsection (d) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through ([ ]) above.] [To be modified in accordance with the structure of the related transaction.] (b) On each Payment Date, the Paying Agent shall pay the Principal Payment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) [On each Payment Date during the Revolving Period, in the following order of priority: (1) [to the Swap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above);] (2) [On each Payment Date during the Revolving Period, to the Depositor, the purchase price of any Additional Mortgage Loans to be purchased by the Trust Fund from the Depositor on such Payment Date;];] (ii) [After the Revolving Period and] On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, in the following order of priority: (1) [to the Swap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above);] (2) [concurrently, in proportion to the Class Principal Amounts thereof, to the Senior Notes, in reduction of their Class Principal Amounts until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class [ ] Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class [ ] Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (5) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Interest Funds Principal Payment Amount remaining after application pursuant to clauses (i1) through (ix[ ]) above.] (biii) On each Payment DateDate (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the Indenture Trustee shall pay following order of priority: (1) [to the Principal FundsSwap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above);] (2) [concurrently, to each Class of Notes, in proportion to the Class Principal Amounts thereof, to the Senior Notes, an amount equal to the Class [ ] Principal Payment Amount, in reduction of their Class Principal AmountsAmounts until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class [ ] Notes, an amount equal to the Class [ ] Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of each such Class has been reduced to zero; (4) to the Class [ ] Notes, an amount equal to the Class [ ]Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (5) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through ([ ]) above.] [To be modified in accordance with the structure of the related transaction.] (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) to [On each Class of NotesPayment Date during the Revolving Period, in an amount equal to the Extra Principal Distribution AmountDepositor, in proportion the purchase price of any Additional Mortgage Loans to their Class Principal Amounts, in each case in reduction of their respective Class Principal Amounts, until be purchased by the Class Principal Amount of each Trust Fund from the Depositor on such Class has been reduced to zero; andPayment Date;] (ii) [On each Payment Date after the Revolving Period, in the following order of priority::] (1) [to fund the Extra Principal Payment Amount, to the Class A-1 Notes, any Deferred extent of Monthly Excess Interest for such Class and available on such Payment Date; (2) concurrently, in proportion to the Class A-2 amount of Deferred Interest for each such class, to the Senior Notes, any Deferred Interest for each such Class and such Payment Date; (3) to the Class M-1 [ ] Notes, any Deferred Interest for such Class and such Payment Date; (4) to the Class M-2 [ ] Notes, any Deferred Interest for such Class and such Payment Date; (5) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and (10) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; (iii) in the following order of priority: (1) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to for each such Class, to the Senior Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date [to the extent not covered by the Cap [Cap] [Swap] Agreements]; (26) to the Class M-1 [ ] Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date [to the extent not covered by the Cap [Cap] [Swap] Agreements]; (37) to the Class M-2 [ ] Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date [to the extent not covered by the Cap [Cap] [Swap] Agreements; (4) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (5) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (6) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (7) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements]; (8) [on each Payment Date, for payment to the Class B-1 NotesSwap Counterparty, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such unpaid Swap Termination Payment Date triggered by a Swap Counterparty Trigger Event owed to the extent not covered by the Cap Agreements; andSwap Counterparty pursuant to any Swap Agreement;] (9) [on each Payment Date, for payment to the Class B-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (iv) to the Cap Counterparty, Swap Counterparty any amount payable in connection with the purchase of a substitute Cap Swap Agreement, if any; ;] and; (v10) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (iv[ ]) above.] [To be modified in accordance with the structure of the related transaction.]

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) to the Swap Counterparty, the amount of any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty for such Payment Date (including amounts remaining unpaid for previous Payment Dates) pursuant to each Swap Transfer and Servicing Agreement Agreement (to the extent that any such Swap Termination Payment is not due to a Swap Counterparty Trigger Event); (ii) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to for each such Class, to the Senior Notes, Accrued Note Interest for each such Class and for such Payment Date; (iiiii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iiiiv) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (ivv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (vvi) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vivii) to the Class M-5 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 Notes, Accrued Note Interest for such Class for such Payment Date; and (x) for application as part of Monthly Excess Cashflow Interest for such Payment Date, as provided in subsection (cd) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (ix) above. (b) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Principal FundsPayment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, in the following order of priority: (1) to the Swap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above); (2) concurrently, to each Class of Notes, in proportion to the Class Principal Amounts thereof, to the Senior Notes, in reduction of their Class Principal AmountsAmounts until the Class Principal Amount of each such Class has been reduced to zero; Transfer and Servicing Agreement (3) to the Class M-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of each such Class has been reduced to zero; (4) to the Class M-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-3 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class M-4 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class M-5 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (ii) On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the following order of priority: (1) to the Swap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above); (2) concurrently, in proportion to the Class Principal Amounts thereof, to the Senior Notes, an amount equal to the Class A Principal Payment Amount, in reduction of their Class Principal Amounts until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class M-1 Notes, an amount equal to the Class M-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; Transfer and Servicing Agreement (4) to the Class M-2 Notes, an amount equal to the Class M-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-3 Notes, an amount equal to the Class M-3 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class M-4 Notes, an amount equal to the Class M-4 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class M-5 Notes, an amount equal to the Class M-5 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-1 Notes, an amount equal to the Class B-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-2 Notes, an amount equal to the Class B-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) on and after the Payment Date in October 2005, to each Class of Notes, in an amount equal to fund the Extra Principal Distribution Payment Amount, to the extent of Monthly Excess Interest available on such Payment Date; (ii) concurrently, in proportion to their Class Principal Amounts, in each case in reduction the amount of their respective Class Principal Amounts, until the Class Principal Amount of Deferred Interest for each such Class has been reduced to zero; and (ii) in the following order of priority: (1) class, to the Class A-1 Senior Notes, any Deferred Interest for each such Class and such Payment Date; (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3iii) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date;; Transfer and Servicing Agreement (4iv) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5v) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6vi) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7vii) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9viii) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and; (10ix) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; (iii) in the following order of priority: (1x) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to for each such Class, to the Senior Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (2xi) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (3xii) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (4xiii) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (5xiv) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (6xv) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements;; Transfer and Servicing Agreement (7xvi) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; and; (9xvii) to the Class B-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (ivxviii) on each Payment Date, for payment to the Cap Swap Counterparty, any unpaid Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to any Swap Agreement; (xix) on each Payment Date, for payment to the Swap Counterparty any amount payable in connection with the purchase of a substitute Cap Swap Agreement, if any; and; (vxx) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (ivxix) above.

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to each such Class, to the Senior Class A-1 Notes, Accrued Note Interest for each such Class and for such Payment Date; (ii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iii) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (iv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (v) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vi) to the Class M-5 B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 B-2 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 B-3 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 B-4 Notes, Accrued Note Interest for such Class for such Payment Date; and (x) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (ix) above.. 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 101 (b) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Principal Funds, concurrently, Payment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) On each Payment Date (a) prior to each Class of Notesthe Stepdown Date or (b) with respect to which a Trigger Event is in effect, in proportion the following order of priority: (1) to the Class Principal Amounts thereofA-1 Notes, in reduction of their Class Principal AmountsAmount, until the Class Principal Amount of each such Class has been reduced to zero; (2) to the Class M-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (3) to the Class M-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class M-3 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-4 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class B-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class B-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-3 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-4 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (ii) On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the following order of priority: (1) to the Class A-1 Notes, an amount equal to the Class A-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 102 (2) to the Class M-1 Notes, an amount equal to the Class M-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (3) to the Class M-2 Notes, an amount equal to the Class M-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class M-3 Notes, an amount equal to the Class M-3 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-4 Notes, an amount equal to the Class M-4 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class B-1 Notes, an amount equal to the Class B-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class B-2 Notes, an amount equal to the Class B-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-3 Notes, an amount equal to the Class B-3 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-4 Notes, an amount equal to the Class B-4 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) to each Class of Notes, in an amount equal to the Extra Principal Distribution Amount, in proportion to their Class Principal Amounts, in each case in reduction of their respective Class Principal Amounts, until the Class Principal Amount of each such Class has been reduced to zero; and (ii) in the following order of priority: (1) to the Class A-1 Notes, any Deferred Interest for such Class and such Payment Date;; 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 103 (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3ii) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date; (4iii) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5iv) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6v) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9vi) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and; (10vii) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; and (viii) to the Class B-3 Notes, any Deferred Interest for such Class and such Payment Date; (iiiix) in to the following order of priority:Class B-4 Notes, any Deferred Interest for such Class and such Payment Date; (1x) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to each such Class, to the Senior Class A-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (2xi) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (3xii) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (4xiii) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (5xiv) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (6xv) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (7) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; andDate; (9xvi) to the Class B-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date Date; 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 104 (xvii) to the extent not covered by the Cap AgreementsClass B-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date; (ivxviii) to the Cap CounterpartyClass B-4 Notes, any amount payable in connection with the purchase of a substitute Cap Agreement, if anyapplicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date; and (vxix) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (ivxviii) above.

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to each such Class, to the Senior Class A-1 Notes, Accrued Note Interest for each such Class and for such Payment Date; (ii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iii) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (iv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (v) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vi) to the Class M-5 B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 B-2 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 B-3 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 B-4 Notes, Accrued Note Interest for such Class for such Payment Date; and (x) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (ix) above. (b) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Principal Funds, concurrently, Payment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) On each Payment Date (a) prior to each Class of Notesthe Stepdown Date or (b) with respect to which a Trigger Event is in effect, in proportion the following order of priority: (1) to the Class Principal Amounts thereofA-1 Notes, in reduction of their Class Principal AmountsAmount, until the Class Principal Amount of each such Class has been reduced to zero; (2) to the Class M-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (3) to the Class M-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class M-3 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-4 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class B-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class B-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-3 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-4 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (ii) On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the following order of priority: (1) to the Class A-1 Notes, an amount equal to the Class A-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (2) to the Class M-1 Notes, an amount equal to the Class M-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (3) to the Class M-2 Notes, an amount equal to the Class M-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class M-3 Notes, an amount equal to the Class M-3 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-4 Notes, an amount equal to the Class M-4 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class B-1 Notes, an amount equal to the Class B-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class B-2 Notes, an amount equal to the Class B-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-3 Notes, an amount equal to the Class B-3 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-4 Notes, an amount equal to the Class B-4 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) to each Class of Notes, in an amount equal to the Extra Principal Distribution Amount, in proportion to their Class Principal Amounts, in each case in reduction of their respective Class Principal Amounts, until the Class Principal Amount of each such Class has been reduced to zero; and (ii) in the following order of priority: (1) to the Class A-1 Notes, any Deferred Interest for such Class and such Payment Date; (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3ii) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date; (4iii) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5iv) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6v) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9vi) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and; (10vii) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; and (viii) to the Class B-3 Notes, any Deferred Interest for such Class and such Payment Date; (iiiix) in to the following order of priority:Class B-4 Notes, any Deferred Interest for such Class and such Payment Date; (1x) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to each such Class, to the Senior Class A-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (2xi) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (3xii) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (4xiii) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (5xiv) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (6xv) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (7) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; andDate; (9xvi) to the Class B-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap AgreementsDate; (ivxvii) to the Cap CounterpartyClass B-3 Notes, any amount payable in connection with applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date; (xviii) to the purchase of a substitute Cap AgreementClass B-4 Notes, if anyany applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date; and (vxix) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (ivxviii) above.

Payments from the Note Payment Account. 201359 HomeBanc 2006-2 Transfer and Servicing Agreement (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to for each such Class, to the Senior Notes, Accrued Note Interest for each such Class and for such Payment Date; (ii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iii) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (iv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (v) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vi) to the Class M-5 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 Notes, Accrued Note Interest for such Class for such Payment Date; and (xv) for application as part of Monthly Excess Interest for such Payment Date, as provided in subsection (d) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (iv) above. (b) On each Payment Date, the Paying Agent shall pay the Principal Payment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, in the following order of priority: (1) concurrently, in proportion to the Class Principal Amounts thereof, to the Senior Notes, in reduction of their Class Principal Amounts until the Class Principal Amount of each such Class has been reduced to zero; (2) to the Class M-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (3) to the Class M-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class B-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (5) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Interest Funds Principal Payment Amount remaining after application pursuant to clauses (i1) through (ix4) above. (bii) On each Payment DateDate (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the Indenture Trustee shall pay the Principal Funds, following order of priority: 201359 HomeBanc 2006-2 Transfer and Servicing Agreement (1) concurrently, to each Class of Notes, in proportion to the Class Principal Amounts thereof, to the Senior Notes, an amount equal to the Class A Principal Payment Amount, in reduction of their Class Principal AmountsAmounts until the Class Principal Amount of each such Class has been reduced to zero; (2) to the Class M-1 Notes, an amount equal to the Class M-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class M-2 Notes, an amount equal to the Class M-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class B-1 Notes, an amount equal to the Class B-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (5) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (4) above. (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) to each Class of Notes, in an amount equal to fund the Extra Principal Distribution Payment Amount, to the extent of Monthly Excess Interest available on such Payment Date; (ii) concurrently, in proportion to their Class Principal Amounts, in each case in reduction the amount of their respective Class Principal Amounts, until the Class Principal Amount of Deferred Interest for each such Class has been reduced to zero; and (ii) in the following order of priority: (1) Class, to the Class A-1 Senior Notes, any Deferred Interest for each such Class and such Payment Date; (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3iii) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date; (4iv) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9v) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and (10) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; (iii) in the following order of priority: (1vi) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to for each such Class, to the Senior Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap Agreements;; 201359 HomeBanc 2006-2 Transfer and Servicing Agreement (2vii) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (3viii) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (4ix) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (5) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (6) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (7) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; and (9x) to the Class B-2 NotesOwnership Certificate, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by amount distributable thereon under the Cap Agreements; (iv) to the Cap Counterparty, any amount payable in connection with the purchase of a substitute Cap this Agreement, if any; and (v) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (iv) above.

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to for each such Class, to the Senior Notes, Accrued Note Interest for each such Class and for such Payment Date; (ii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iii) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (iv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (v) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vi) to the Class M-5 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 Notes, Accrued Note Interest for such Class for such Payment Date; and (xv) for application as part of Monthly Excess Interest for such Payment Date, as provided in subsection (d) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (iv) above. (b) On each Payment Date, the Paying Agent shall pay the Principal Payment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, in the following order of priority: (1) concurrently, in proportion to the Class Principal Amounts thereof, to the Senior Notes, in reduction of their Class Principal Amounts until the Class Principal Amount of each such Class has been reduced to zero; (2) to the Class M-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (3) to the Class M-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class B-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (5) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Interest Funds Principal Payment Amount remaining after application pursuant to clauses (i1) through (ix4) above. (bii) On each Payment DateDate (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the Indenture Trustee shall pay the Principal Funds, following order of priority: (1) concurrently, to each Class of Notes, in proportion to the Class Principal Amounts thereof, to the Senior Notes, an amount equal to the Class A Principal Payment Amount, in reduction of their Class Principal AmountsAmounts until the Class Principal Amount of each such Class has been reduced to zero; (2) to the Class M-1 Notes, an amount equal to the Class M-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class M-2 Notes, an amount equal to the Class M-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class B-1 Notes, an amount equal to the Class B-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (5) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (4) above. (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) to each Class of Notes, in an amount equal to fund the Extra Principal Distribution Payment Amount, to the extent of Monthly Excess Interest available on such Payment Date; (ii) concurrently, in proportion to their Class Principal Amounts, in each case in reduction the amount of their respective Class Principal Amounts, until the Class Principal Amount of Deferred Interest for each such Class has been reduced to zero; and (ii) in the following order of priority: (1) Class, to the Class A-1 Senior Notes, any Deferred Interest for each such Class and such Payment Date; (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3iii) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date; (4iv) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9v) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and (10) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; (iii) in the following order of priority: (1vi) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to for each such Class, to the Senior Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap Agreements; (2vii) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (3viii) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (4ix) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (5) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (6) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (7) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; and (9x) to the Class B-2 NotesOwnership Certificate, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by amount distributable thereon under the Cap Agreements; (iv) to the Cap Counterparty, any amount payable in connection with the purchase of a substitute Cap this Agreement, if any; and (v) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (iv) above.

Payments from the Note Payment Account. (a) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Interest Funds for such date date, from funds in the Note Payment Account, in the following order of priority in accordance with the report of the Securities Administrator: (i) to the Swap Counterparty, the amount of any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty for such Payment Date (including amounts remaining unpaid for previous Payment Dates) pursuant to each Swap Agreement (to the extent that any such Swap Termination Payment is not due to a Swap Counterparty Trigger Event); (ii) concurrently, pro rata, in proportion to the amount of Accrued Note Interest applicable to for each such Class, to the Senior Notes, Accrued Note Interest for each such Class and for such Payment Date; (iiiii) to the Class M-1 Notes, Accrued Note Interest for such Class for such Payment Date; (iiiiv) to the Class M-2 Notes, Accrued Note Interest for such Class for such Payment Date; (ivv) to the Class M-3 Notes, Accrued Note Interest for such Class for such Payment Date; (vvi) to the Class M-4 Notes, Accrued Note Interest for such Class for such Payment Date; (vivii) to the Class M-5 Notes, Accrued Note Interest for such Class for such Payment Date; (vii) to the Class M-6 Notes, Accrued Note Interest for such Class for such Payment Date; (viii) to the Class B-1 Notes, Accrued Note Interest for such Class for such Payment Date; (ix) to the Class B-2 Notes, Accrued Note Interest for such Class for such Payment Date; and (x) for application as part of Monthly Excess Cashflow Interest for such Payment Date, as provided in subsection (cd) of this Section, any Interest Funds remaining after application pursuant to clauses (i) through (ix) above. (b) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Principal FundsPayment Amount for such Payment Date from funds in the Note Payment Account as follows: (i) On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, in the following order of priority: (1) to the Swap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above); (2) concurrently, to each Class of Notes, in proportion to the Class Principal Amounts thereof, to the Senior Notes, in reduction of their Class Principal AmountsAmounts until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class M-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of each such Class has been reduced to zero; (4) to the Class M-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-3 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class M-4 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class M-5 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-1 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-2 Notes, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (ii) On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, in the following order of priority: (1) to the Swap Counterparty, any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty (to the extent payable but not paid from the Interest Funds pursuant to subsection 6.02(a)(i) above); (2) concurrently, in proportion to the Class Principal Amounts thereof, to the Senior Notes, an amount equal to the Class A Principal Payment Amount, in reduction of their Class Principal Amounts until the Class Principal Amount of each such Class has been reduced to zero; (3) to the Class M-1 Notes, an amount equal to the Class M-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (4) to the Class M-2 Notes, an amount equal to the Class M-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (5) to the Class M-3 Notes, an amount equal to the Class M-3 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (6) to the Class M-4 Notes, an amount equal to the Class M-4 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (7) to the Class M-5 Notes, an amount equal to the Class M-5 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (8) to the Class B-1 Notes, an amount equal to the Class B-1 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; (9) to the Class B-2 Notes, an amount equal to the Class B-2 Principal Payment Amount, in reduction of their Class Principal Amount, until the Class Principal Amount of such Class has been reduced to zero; and (10) for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (c) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (1) through (9) above. (c) On each Payment Date, the Indenture Trustee Paying Agent shall pay the Monthly Excess Cashflow for such date from funds in the Note Payment Account in accordance with the report of the Securities Administrator, in the following order of priority: (i) on and after the Payment Date in October 2005, to each Class of Notes, in an amount equal to fund the Extra Principal Distribution Payment Amount, to the extent of Monthly Excess Interest available on such Payment Date; (ii) concurrently, in proportion to their Class Principal Amounts, in each case in reduction the amount of their respective Class Principal Amounts, until the Class Principal Amount of Deferred Interest for each such Class has been reduced to zero; and (ii) in the following order of priority: (1) class, to the Class A-1 Senior Notes, any Deferred Interest for each such Class and such Payment Date; (2) to the Class A-2 Notes, any Deferred Interest for such Class and such Payment Date; (3iii) to the Class M-1 Notes, any Deferred Interest for such Class and such Payment Date; (4iv) to the Class M-2 Notes, any Deferred Interest for such Class and such Payment Date; (5v) to the Class M-3 Notes, any Deferred Interest for such Class and such Payment Date; (6vi) to the Class M-4 Notes, any Deferred Interest for such Class and such Payment Date; (7vii) to the Class M-5 Notes, any Deferred Interest for such Class and such Payment Date; (8) to the Class M-6 Notes, any Deferred Interest for such Class and such Payment Date; (9viii) to the Class B-1 Notes, any Deferred Interest for such Class and such Payment Date; and; (10ix) to the Class B-2 Notes, any Deferred Interest for such Class and such Payment Date; (iii) in the following order of priority: (1x) concurrently, pro rata, in proportion to the amount of Basis Risk Shortfall Carryforward Amount applicable to for each such Class, to the Senior Notes, any applicable Basis Risk Shortfall Carryforward Amount for each such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (2xi) to the Class M-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (3xii) to the Class M-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (4xiii) to the Class M-3 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (5xiv) to the Class M-4 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (6xv) to the Class M-5 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (7xvi) to the Class M-6 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Agreements; (8) to the Class B-1 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; and; (9xvii) to the Class B-2 Notes, any applicable Basis Risk Shortfall Carryforward Amount for such Class and such Payment Date to the extent not covered by the Cap Swap Agreements; (ivxviii) on each Payment Date, for payment to the Cap Swap Counterparty, any unpaid Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to any Swap Agreement; (xix) on each Payment Date, for payment to the Swap Counterparty any amount payable in connection with the purchase of a substitute Cap Swap Agreement, if any; and; (vxx) to the Certificate Distribution Account, for payment to the Residual Holder (or as otherwise provided in the Trust Agreement), any amount remaining on such Payment Date after application pursuant to clauses (i) through (ivxix) above.