Common use of Priorities of Distribution and Allocation Clause in Contracts

Priorities of Distribution and Allocation. (a) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Guarantor, the Guarantor's Monthly Fee, plus any Guarantor Reimbursements then due and owing; (ii) second, to the Trustee, the Trustee Fee based on the aggregate Stated Principal Balance of the Loans; (iii) third, to the Servicer, an amount equal to the sum of (A) the aggregate Servicing Fee, except to the extent previously paid by permitted withdrawals under Section 3.08, and (B) any other amounts expended by the Servicer in connection with the Loans and reimbursable thereto under this Agreement but not previously reimbursed; (iv) fourth, concurrently, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AV-1, pro rata, the applicable Interest Distribution Amounts for such Distribution Date; (v) fifth, concurrently, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AV-1 Certificates, pro rata, the applicable Class Unpaid Interest Amounts, if any; (vi) sixth, to the Class M-1 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (vii) seventh, to the Class M-2 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (viii) eighth, to the Class B Certificates, the applicable Interest Distribution Amount for such Distribution Date; and (ix) ninth, the amount, if any, of the Interest Remittance Amount remaining after application pursuant to clauses (i) through (viii) above will be applied as described under Section 4.02(d) hereof. (b) On each Distribution Date before the Stepdown Date or with respect to which a Trigger Event is in effect, the Trustee shall distribute the Principal Distribution Amount to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Guarantor, the Guarantor's Monthly Fee and any remaining Guarantor Reimbursements then due and owing, which have not been distributed pursuant to Section 4.02(a)(i) above; (ii) second, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, sequentially in that order, the Group I Principal Percentage of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balances thereof have been reduced to zero; (iii) third, to the Class AV-1 Certificates, the Group II Principal Percentage of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iv) fourth, once the Class Certificate Balances of the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 have been reduced to zero, to the Class AV-1 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class AV-1 Certificates has been reduced to zero; (v) fifth, once the Class Certificate Balance of the Class AV-1 Certificates has been reduced to zero, sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balances of the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates have been reduced to zero; (vi) sixth, once the Class Certificate Balances of the Guaranteed Certificates have been reduced to zero, to the Class M-1 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (vii) seventh, once the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, to the Class M-2 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero; (viii) eighth, once the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, to the Class B Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class B Certificates has been reduced to zero; and (ix) ninth, any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (i) through (viii) above shall be applied as set forth in Section 4.02(d). (c) On each Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the Trustee shall distribute the Principal Distribution Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, concurrently as follows: (A) the Group I Principal Percentage of the lesser of (1) the Principal Distribution Amount and (2) the Senior Principal Distribution Amount, sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Class Certificate Balance of each of those classes has been reduced to zero and then to the Class AV-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero; and (B) the Group II Principal Percentage of the lesser of (1) the Principal Distribution Amount and (2) the Senior Principal Distribution Amount, to the Class AV-1 Certificates, until the Class Certificate Balance thereof has been reduced to zero and then sequentially to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Class Certificate Balance thereof has been reduced to zero; (ii) second, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the amount distributed to the Guaranteed Certificates in clause (i) above and (B) the Class M-1 Principal Distribution Amount, to the Class M-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iii) third, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Guaranteed Certificates in clause (i) above and the amount distributed to the Class M-1 Certificates in clause (ii) above and (B) the Class M-2 Principal Distribution Amount, to the Class M-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iv) fourth, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Guaranteed Certificates in clause (i) above, the amount distributed to the Class M-1 Certificates in clause (ii) above and the amount distributed to the Class M-2 Certificates in clause (iii) above and (B) the Class B Principal Distribution Amount, to the Class B Certificates until the Class Certificate Balance thereof has been reduced to zero; and (v) fifth, any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (i) through (iv) above shall be applied as set forth in Section 4.02(d). (d) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4 and Class AV-1 Certificates, pro rata, any remaining applicable Interest Distribution Amount for such Distribution Date; (ii) second, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4 and Class AV-1 Certificates, pro rata, any remaining Class Unpaid Interest Amounts for the classes of Guaranteed Certificates; (iii) third, to the extent not paid by Trustee Permitted Withdrawal Amounts, expenses and indemnity amounts due and owing to the Trustee; (iv) fourth, to fund the Extra Principal Distribution Amount for such Distribution Date; (v) fifth, to the Class M-1 Certificates, any remaining Interest Distribution Amount for that Distribution Date; (vi) sixth, to the Class M-1 Certificates, any remaining Unpaid Interest Amount for the Class M-1 Certificates; (vii) seventh, to fund the Class M-1 Realized Loss Amortization Amount for that Distribution Date; (viii) eighth, to the Class M-2 Certificates, any remaining Interest Distribution Amount for that Distribution Date; (ix) ninth, to the Class M-2 Certificates, any remaining Unpaid Interest Amount for the Class M-2 Certificates; (x) tenth, to fund the Class M-2 Realized Loss Amortization Amount for that Distribution Date; (xi) eleventh, to the Class B Certificates, any remaining Interest Distribution Amount for that Distribution Date; (xii) twelfth, to the Class B Certificates, any remaining Unpaid Interest Amount for the Class B Certificates; (xiii) thirteenth, to fund the Class B Realized Loss Amortization Amount for that Distribution Date; (xiv) fourteenth, for deposit into the Net WAC Cap Account, the Net WAC Cap Deposit Amount; (xv) fifteenth, to the Class X Certificates, the excess of (A) the sum of (1) the product of their notional balance and Pass-Through Rate as provided in the Preliminary Statement and (2) the amount, if any, of any Overcollateralization Release Amount for such Distribution Date, over (B) the sum of the amounts described in clauses (i) through (xiii) above; and (xvi) sixteenth, to the Class R Certificates, any remaining Monthly Excess Cashflow Amount. (e) Realized Losses shall be allocated first against the Overcollateralization Amount, until the Overcollateralization Amount has been reduced to zero. If, after giving effect to the distribution of the Principal Distribution Amount on any Distribution Date the aggregate Class Certificate Balance of the Offered Certificates exceeds the Pool Principal Balance as of the end of the related Due Period, such excess will be allocated against the Class B, Class M-2 and Class M-1 Certificates, in that order and until the respective Class Certificate Balances thereof are reduced to zero. (f) On each Distribution Date, following all distributions, deposits and allocations made pursuant to subsections (a) through (e) above, the Trustee shall distribute, pro rata, to the Class AF-1 and Class AV-1 Certificates, the applicable Net WAC Cap Carryover for such Distribution Date, if any, from the Net WAC Cap Account (to the extent of available funds therein). (g) On each Distribution Date, following all distributions and deposits made pursuant to subsections (a) through (f), the Trustee will withdraw from the Reserve Fund (to the extent of available funds therein) an amount sufficient to pay the following items, and shall distribute such amount in the following order of priority: (i) first, to pay, the Interest Distribution Amount payable to the Class AV-1 Certificates, to the extent not covered by Available Funds (including payments from the Net WAC Cap Account); and (ii) second, to pay to the Class AV-1 Certificates, the Group II Principal Percentage of the Principal Distribution Amount or Senior Principal Distribution Amount, as applicable, to the extent not covered by Available Funds. (h) On each Distribution Date, following all distributions and deposits made pursuant to subsections (a) through (g) above, the Trustee will withdraw from the Reserve Fund any amounts remaining therein and shall distribute such amounts to pay the following items, in the following order of priority: (i) first, to the Class AV-1 Certificates, to pay any remaining Net WAC Cap Carryover for the Class AV-1 Certificates, to the extent not paid out of the Net WAC Cap Account on such Distribution Date; and (ii) second, to the holders of the Class X Certificates.

Priorities of Distribution and Allocation. (a) On each Distribution Date, the Trustee shall distribute the Interest Remittance AmountAmount (provided that Insured Amounts constituting part of the Interest Remittance Amount may only be used to pay the applicable Interest Distribution Amounts to the Class AV-1A Certificates pursuant to the item listed in clause (iv) below), to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the GuarantorInsurer, the GuarantorInsurer's Monthly Fee, plus any Guarantor Reimbursements then due and owingPremium based on the aggregate Class Certificate Balance of the Class AV-1A Certificates; (ii) second, to the Trustee, the Trustee Fee based on the aggregate Stated Principal Balance of the LoansLoans and expenses of the Trustee, except to the extent previously paid by withdrawals under Section 3.08; (iii) third, to the Servicer, an amount equal to the sum of (A) the aggregate Servicing Fee, except to the extent previously paid by permitted withdrawals under Section 3.08, and (B) any other amounts expended by the Servicer in connection with the Loans and reimbursable thereto under this Agreement but not previously reimbursed; (iv) fourth, concurrently, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AV-1AV-1A and Class AV-1B Certificates, pro rata, the applicable Interest Distribution Amounts for such Distribution Date; (v) fifth, concurrently, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AV-1 AV-1A and Class AV-1B Certificates, pro rata, the applicable Class Unpaid Interest Amounts, if any; (vi) sixth, to the Class M-1 CertificatesInsurer, the applicable Interest Distribution Amount for such Distribution Dateany Insurer Reimbursements then due and owing; (vii) seventh, to the Class M-2 M-1 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (viii) eighth, to the Class M-2 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (ix) ninth, to the Class B Certificates, the applicable Interest Distribution Amount for such Distribution Date; and; (ixx) ninthtenth, the amount, if any, of the Interest Remittance Amount remaining after application pursuant to clauses (i) through (viiiix) above will be applied as described under Section 4.02(d) hereof. (b) On each Distribution Date before the Stepdown Date or with respect to which a Trigger Event is in effect, the Trustee shall distribute the Principal Distribution Amount (provided that Insured Amounts constituting part of the Principal Distribution Amount may only be used to pay the Group II Principal Percentage of the Principal Distribution Amount to the Class AV-1A Certificates pursuant to the item in clause (ii) below), to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Guarantor, the Guarantor's Monthly Fee and any remaining Guarantor Reimbursements then due and owing, which have not been distributed pursuant to Section 4.02(a)(i) above; (ii) second, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, sequentially in that order, the Group I Principal Percentage of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balances thereof have been reduced to zero; (iiiii) thirdsecond, concurrently to the Class AV-1 AV-1A and Class AV-1B Certificates, pro rata, the Group II Principal Percentage of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance Balances thereof has have been reduced to zero; (iviii) fourththird, once the Class Certificate Balances of the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 have been reduced to zero, concurrently, to the Class AV-1 AV-1A and Class AV-1B Certificates, pro rata, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class AV-1 AV-1A and Class AV-1B Certificates has have been reduced to zero; (viv) fifthfourth, once the Class Certificate Balance Balances of the Class AV-1 AV-1A and Class AV-1B Certificates has have been reduced to zero, sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balances of the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates have been reduced to zero; (viv) sixthfifth, once the Class Certificate Balances of the Guaranteed Senior Certificates have been reduced to zero, to the Class M-1 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (viivi) seventhsixth, once the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, to the Class M-2 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero; (viiivii) eighthseventh, once the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, to the Class B Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class B Certificates has been reduced to zero; and; (ixviii) nintheighth, any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (i) through (viiivii) above shall be applied as set forth in Section 4.02(d). (c) On each Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the Trustee shall distribute the Principal Distribution AmountAmount (provided that Insured Amounts constituting part of the Principal Distribution Amount may only be used to pay the Group II Principal Percentage of the Principal Distribution Amount to the Class AV-1A Certificates pursuant to the item listed in clause (i)(B) below), to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, concurrently as follows: (A) the Group I Principal Percentage of the lesser of (1) the Principal Distribution Amount and (2) the Senior Principal Distribution Amount, sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Class Certificate Balance of each of those classes has been reduced to zero and then to the Class AV-1 AV-1A and Class AV-1B Certificates, pro rata, until the Class Certificate Balance thereof of each of those classes has been reduced to zero; and (B) the Group II Principal Percentage of the lesser of (1) the Principal Distribution Amount and (2) the Senior Principal Distribution Amount, concurrently, to the Class AV-1 AV-1A and Class AV-1B Certificates, pro rata, until the Class Certificate Balance thereof of each of those classes has been reduced to zero and then sequentially to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Class Certificate Balance thereof of each of those classes has been reduced to zero; (ii) second, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the amount distributed to the Guaranteed Senior Certificates in clause (i) above and (B) the Class M-1 Principal Distribution Amount, to the Class M-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iii) third, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Guaranteed Senior Certificates in clause (i) above and the amount distributed to the Class M-1 Certificates in clause (ii) above and (B) the Class M-2 Principal Distribution Amount, to the Class M-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iv) fourth, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Guaranteed Senior Certificates in clause (i) above, the amount distributed to the Class M-1 Certificates in clause (ii) above and the amount distributed to the Class M-2 Certificates in clause (iii) above and (B) the Class B Principal Distribution Amount, to the Class B Certificates until the Class Certificate Balance thereof has been reduced to zero; and (v) fifth, any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (i) through (iv) above shall be applied as set forth in Section 4.02(d). (d) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4 AF-4, Class AV-1A and Class AV-1 AV-1B Certificates, pro rata, any remaining applicable Interest Distribution Amount for such Distribution Date; (ii) second, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4 AF-4, Class AV-1A and Class AV-1 AV-1B Certificates, pro rata, any remaining Class Unpaid Interest Amounts for the classes of Guaranteed Senior Certificates; (iii) third, to the extent not paid by Trustee Permitted Withdrawal AmountsInsurer, expenses and indemnity amounts any remaining Insurer Reimbursements then due and owing to the Trusteeowing; (iv) fourth, to fund the Extra Principal Distribution Amount for such Distribution Date; (v) fifth, to the Class M-1 Certificates, any remaining Interest Distribution Amount for that Distribution Date; (vi) sixth, to the Class M-1 Certificates, any remaining Unpaid Interest Amount for the Class M-1 Certificates; (vii) seventh, to fund the Class M-1 Realized Loss Amortization Amount for that Distribution Date; (viii) eighth, to the Class M-2 Certificates, any remaining Interest Distribution Amount for that Distribution Date; (ix) ninth, to the Class M-2 Certificates, any remaining Unpaid Interest Amount for the Class M-2 Certificates; (x) tenth, to fund the Class M-2 Realized Loss Amortization Amount for that Distribution Date; (xi) eleventh, to the Class B Certificates, any remaining Interest Distribution Amount for that Distribution Date; (xii) twelfth, to the Class B Certificates, any remaining Unpaid Interest Amount for the Class B Certificates; (xiii) thirteenth, to fund the Class B Realized Loss Amortization Amount for that such Distribution Date; (xiv) fourteenth, for deposit into the Net WAC Cap Account, the Net WAC Cap CAP Deposit Amount; (xv) fifteenth, to the Class X Certificates, the excess of (A) the sum of (1) the product of their notional balance and Pass-Through Rate as provided in the Preliminary Statement and (2) the amount, if any, of any Overcollateralization Release Amount for such Distribution Date, over (B) the sum of the amounts described in clauses (i) through (xiiixiv) above; and (xvi) sixteenth, to the Class R Certificates, any remaining Monthly Excess Cashflow Amount. (e) Realized Losses shall be allocated first against the Overcollateralization Amount, until the Overcollateralization Amount has been reduced to zero. If, after giving effect to the distribution of the Principal Distribution Amount on any Distribution Date the aggregate Class Certificate Balance of the Offered Certificates exceeds the Pool Principal Balance as of the end of the related Due Period, such excess will be allocated against the Class B, Class M-2 and Class M-1 Certificates, in that order and until the respective Class Certificate Balances thereof are reduced to zero. (f) On each Distribution Date, following all distributions, deposits and allocations made pursuant to subsections (a) through (e) above, the Trustee shall distribute, pro rata, to the Class AF-1 AF-1, Class AV-1A and Class AV-1 AV-1B Certificates, the applicable Net WAC Cap Carryover for such Distribution Date, if any, from the Net WAC Cap Account (to the extent of available funds therein). (g) On each Distribution Date, following all distributions and deposits made pursuant to subsections (a) through (f), the Trustee will withdraw from the Reserve Fund (to the extent of available funds therein) an amount sufficient to pay the following items, and shall distribute such amount in the following order of priority: (i) first, to pay, pro rata, the Interest Distribution Amount payable to the Class AV-1 AV-1A and Class AV-1B Certificates, to the extent not covered by Available Funds (including payments from the Net WAC Cap Account); and (ii) second, to pay to the Class AV-1 AV-1A and Class AV-1B Certificates, pro rata, the Group II Principal Percentage of the Principal Distribution Amount or Senior Principal Distribution Amount, as applicable, to the extent not covered by Available Funds. (h) On each Distribution Date, following all distributions and deposits made pursuant to subsections (a) through (g) above, the Trustee will withdraw from the Reserve Fund any amounts remaining therein and shall distribute such amounts to pay the following items, in the following order of priority: (i) first, to the Class AV-1 AV-1A and Class AV-1B Certificates, pro rata, to pay any remaining Net WAC Cap Carryover for the Class AV-1 AV-1A and Class AV-1B Certificates, to the extent not paid out of the Net WAC Cap Account on such Distribution Date; and (ii) second, to the holders of the Class X Certificates.

Priorities of Distribution and Allocation. (a) On each Distribution Date, the Trustee shall distribute the Interest Remittance Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Guarantor, the Guarantor's Monthly Fee, plus any Guarantor Reimbursements then due and owing; (ii) second, to the Trustee, the Trustee Fee and expenses of the Trustee based on upon the aggregate Stated Principal Balance of the Loans, except to the extent previously paid by withdrawals under Section 3.08; (iiiii) thirdsecond, to the Servicer, an amount equal to the sum of (A) the aggregate Servicing Fee, except to the extent previously paid by permitted withdrawals under Section 3.08, and (B) any other amounts expended by the Servicer in connection with the Loans and reimbursable thereto under this Agreement but not previously reimbursed; (iii) third, to the Mortgage Insurer, the MGIC Monthly Premium; (iv) fourth, concurrently, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, AF-4 and Class AV-1AV-1 Certificates, pro rata, the applicable Interest Distribution Amounts for such Distribution Date; (v) fifth, concurrently, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, AF-4 and Class AV-1 Certificates, pro rata, the applicable Class Unpaid Interest Amounts, if any; (vi) sixth, to the Class M-1 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (vii) seventh, to the Class M-2 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (viii) eighth, to the Class B B-1 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (ix) ninth, to the Class B-2 Certificates, the applicable Interest Distribution Amount for such Distribution Date; and (ixx) ninthtenth, the amount, if any, of the Interest Remittance Amount remaining after application pursuant to clauses (i) through (viiiix) above will be applied as described under Section 4.02(d) hereof. (b) On each Distribution Date before the Stepdown Date or with respect to which a Trigger Event is in effect, the Trustee shall distribute the Principal Distribution Amount Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Guarantor, the Guarantor's Monthly Fee and any remaining Guarantor Reimbursements then due and owing, which have not been distributed pursuant to Section 4.02(a)(i) above; (ii) second, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, sequentially in that order, the Group I Principal Percentage of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balances thereof have been reduced to zero; (iiiii) thirdsecond, to the Class AV-1 Certificates, the Group II Principal Percentage of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iviii) fourththird, once the Class Certificate Balances of the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 have been reduced to zero, to the Class AV-1 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class AV-1 Certificates has been reduced to zero; (viv) fifthfourth, once the Class Certificate Balance of the Class AV-1 Certificates has been reduced to zero, sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balances of the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates have been reduced to zero; (viv) sixthfifth, once the Class Certificate Balances of the Guaranteed Senior Certificates have been reduced to zero, to the Class M-1 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (viivi) seventhsixth, once the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, to the Class M-2 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero; (viiivii) eighthseventh, once the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, to the Class B B-1 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class B B-1 Certificates has been reduced to zero; (viii) eighth, once the Class Certificate Balance of the Class B-1 Certificates has been reduced to zero, to the Class B-2 Certificates, 100% of the Principal Distribution Amount for that Distribution Date until the Class Certificate Balance of the Class B-2 Certificates has been reduced to zero; and (ix) ninth, any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (i) through (viii) above shall be applied as set forth in Section 4.02(d). (c) On each Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the Trustee shall distribute the Principal Distribution Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, concurrently as follows: (A) the Group I Principal Percentage of the lesser of (1) the Principal Distribution Amount and (2) the Senior Principal Distribution Amount, sequentially, to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Class Certificate Balance of each of those classes has been reduced to zero and then to the Class AV-1 Certificates, until the Class Certificate Balance thereof of that class has been reduced to zero; and (B) the Group II Principal Percentage of the lesser of (1) the Principal Distribution Amount and (2) the Senior Principal Distribution Amount, to the Class AV-1 Certificates, until the Class Certificate Balance thereof of that class has been reduced to zero and then sequentially to the Class AF-1, Class AF-2, Class AF-3 and Class AF-4 Certificates, in that order, until the Class Certificate Balance thereof of each of those classes has been reduced to zero; (ii) second, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the amount distributed to the Guaranteed Senior Certificates in clause (i) above and (B) the Class M-1 Principal Distribution Amount, to the Class M-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iii) third, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Guaranteed Senior Certificates in clause (i) above and the amount distributed to the Class M-1 Certificates in clause (ii) above and (B) the Class M-2 Principal Distribution Amount, to the Class M-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iv) fourth, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Guaranteed Senior Certificates in clause (i) above, the amount distributed to the Class M-1 Certificates in clause (ii) above and the amount distributed to the Class M-2 Certificates in clause (iii) above and (B) the Class B B-1 Principal Distribution Amount, to the Class B B-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; and (v) fifth, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Senior Certificates in clause (i) above, the amount distributed to the Class M-1 Certificates in clause (ii) above, the amount distributed to the Class M-2 Certificates in clause (iii) above and the amount distributed to the Class B-1 Certificates in clause (iv) above and (B) the Class B-2 Principal Distribution Amount, to the Class B-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; and (vi) sixth, any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (i) through (ivv) above shall be applied as set forth in Section 4.02(d). (d) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4 and Class AV-1 Certificates, pro rata, any remaining applicable Interest Distribution Amount for such Distribution Date; (ii) second, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4 and Class AV-1 Certificates, pro rata, any remaining Class Unpaid Interest Amounts for the classes of Guaranteed Senior Certificates; (iii) third, to fund the extent not paid by Trustee Permitted Withdrawal Amounts, expenses and indemnity amounts due and owing to the TrusteeExtra Principal Distribution Amount for such Distribution Date; (iv) fourth, to fund the Extra Principal Class M-1 Certificates, any remaining Interest Distribution Amount for such Distribution Date; (v) fifth, to the Class M-1 Certificates, any remaining Interest Distribution Amount for that Distribution Date; (vi) sixth, to the Class M-1 Certificates, any remaining Unpaid Interest Amount for the Class M-1 Certificates; (viivi) seventhsixth, to fund the Class M-1 Realized Loss Amortization Amount for that such Distribution Date; (vii) seventh, to the Class M-2 Certificates, any remaining Interest Distribution Amount for such Distribution Date; (viii) eighth, to the Class M-2 Certificates, any remaining Interest Distribution Amount for that Distribution Date; (ix) ninth, to the Class M-2 Certificates, any remaining Unpaid Interest Amount for the Class M-2 Certificates; (xix) tenthninth, to fund the Class M-2 Realized Loss Amortization Amount for that such Distribution Date; (x) tenth, to the Class B-1 Certificates, any remaining Interest Distribution Amount for such Distribution Date; (xi) eleventh, to the Class B B-1 Certificates, any remaining Class Unpaid Interest Amount for the Class B-1 Certificates; (xii) twelfth, to fund the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (xiii) thirteenth, to the Class B-2 Certificates, any remaining Interest Distribution Amount for that Distribution Date; (xii) twelfth, to the Class B Certificates, any remaining Unpaid Interest Amount for the Class B Certificates; (xiii) thirteenth, to fund the Class B Realized Loss Amortization Amount for that such Distribution Date; (xiv) fourteenth, to the Class B-2 Certificates, any remaining Class Unpaid Interest Amount for the Class B-2 Certificates; (xv) fifteenth, to fund the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (xvi) sixteenth, for deposit into the Net WAC Cap Account, the Net WAC Cap CAP Deposit Amount; (xvxvii) fifteenthseventeenth, to the Class X Certificates, the excess of (A) the sum of (1) the product of their notional balance and Pass-Through Rate as provided in the Preliminary Statement and (2) the amount, if any, of any Overcollateralization Release Amount for such Distribution Date, over (B) the sum of the amounts described in clauses (i) through (xiiixvi) above; and (xvixviii) sixteentheighteenth, to the Class R Certificates, any remaining Monthly Excess Cashflow Amount. (e) Realized Losses shall be allocated first against the Overcollateralization Amount, until the Overcollateralization Amount has been reduced to zero. If, after giving effect to the distribution of the Principal Distribution Amount on any Distribution Date the aggregate Class Certificate Balance of the Offered Certificates exceeds the Pool Principal Balance as of the end of the related Due Period, such excess will be allocated against the Class BB-2, Class M-2 and B-1, Class M-2, Class M-1 and the Senior Certificates, in that order and until the respective Class Certificate Balances thereof are reduced to zero. Any allocation of Realized Losses to the Senior Certificates shall be further allocated among the Class AF-1, Class AF-2, Class AF-3, Class AF-4 and Class AV-1 Certificates, pro rata, on the basis of their respective Class Certificate Balances. (f) On each Distribution Date, following all distributions, deposits and allocations made pursuant to subsections (a) through (e) above, the Trustee shall distribute, pro rata, to the Class AF-1 and Class AV-1 Certificates, the applicable Net WAC Cap Carryover for such Distribution Date, if any, from the Net WAC Cap Account (to the extent of available funds therein). (g) On each Distribution Date, following all distributions and deposits made pursuant to subsections (a) through (f), the Trustee will withdraw from the Reserve Fund (to the extent of available funds therein) an amount sufficient to pay the following items, and shall distribute such amount in the following order of priority: (i) first, to pay, pay the Interest Distribution Amount payable to the Class AV-1 Certificates, to the extent not covered by Available Funds (including payments from the Net WAC Cap Account); and (ii) second, to pay to the Class AV-1 Certificates, Certificates the Group II Principal Percentage of the Principal Distribution Amount or Senior Principal Distribution Amount, as applicable, to the extent not covered by Available Funds. (h) On each Distribution Date, following all distributions and deposits made pursuant to subsections (a) through (g) above, the Trustee will withdraw from the Reserve Fund any amounts remaining therein and shall distribute such amounts to pay the following items, in the following order of priority: (i) first, to the Class AV-1 Certificates, Certificates to pay any remaining Net WAC Cap Carryover for the Class AV-1 Certificates, to the extent not paid out of the Net WAC Cap Account on such Distribution Date; and (ii) second, to the holders of the Class X Certificates.

Priorities of Distribution and Allocation. (a) On each Distribution Date, the Trustee shall distribute the Interest Remittance AmountAmount (provided that Insured Amounts constituting part of the Interest Remittance Amount may only be used to pay the applicable Interest Distribution Amounts to the Class AF Certificates pursuant to the item listed in clause (iv) below), to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the GuarantorInsurer, the GuarantorInsurer's Monthly Fee, plus any Guarantor Reimbursements then due and owingPremium based on the aggregate Class Certificate Balance of the Class AF Certificates; (ii) second, to the Trustee, the Trustee Fee and expenses of the Trustee based on upon the aggregate Stated Principal Balance of the Loans, except to the extent previously paid by withdrawals under Section 3.08; (iii) third, to the Servicer, an amount equal to the sum of (A) the aggregate Servicing Fee, except to the extent previously paid by permitted withdrawals under Section 3.08, and (B) any other amounts expended by the Servicer in connection with the Loans and reimbursable thereto under this Agreement but not previously reimbursed; (iv) fourth, concurrently, to the Class AF-1, Class AF-2, AF-2 and Class AF-3, Class AF-4, Class AV-1AV-1 Certificates, pro rata, the applicable Interest Distribution Amounts for such Distribution Date; (v) fifth, concurrently, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4, AF-2 and Class AV-1 Certificates, pro rata, the applicable Class Unpaid Interest Amounts, if any; (vi) sixth, to the Class M-1 CertificatesInsurer, the applicable Interest Distribution Amount for such Distribution Dateany I&I Payments then due and owing; (vii) seventh, to the Class M-2 M-1 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (viii) eighth, to the Class M-2 Certificates, the applicable Interest Distribution Amount for such Distribution Date; (ix) ninth, to the Class B Certificates, the applicable Interest Distribution Amount for such Distribution Date; and (ixx) ninthtenth, the amount, if any, of the Interest Remittance Amount remaining after application pursuant to clauses (i) through (viiiix) above will be applied as described under Section 4.02(d) hereof. (b) On each Distribution Date before the Stepdown Date or with respect to which a Trigger Event is in effect, the Trustee shall distribute the Principal Distribution Amount (provided that Insured Amounts constituting part of the Principal Distribution Amount may only be used to pay the Group I Principal Percentage of the Principal Distribution Amount to the Class AF Certificates pursuant to the item listed in clause (i) below), to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Guarantor, the Guarantor's Monthly Fee and any remaining Guarantor Reimbursements then due and owing, which have not been distributed pursuant to Section 4.02(a)(i) above; (ii) second, to the Class AF-1, Class AF-2, Class AF-3 AF-1 and Class AF-4 AF-2 Certificates, sequentially in that order, the Group I Principal Percentage of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balances thereof have been reduced to zero; (iiiii) thirdsecond, to the Class AV-1 Certificates, the Group II Principal Percentage of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance thereof has been reduced to zero; (iviii) fourththird, once the Class Certificate Balances of the Class AF-1, Class AF-2, Class AF-3 AF-1 and Class AF-4 AF-2 Certificates have been reduced to zero, to the Class AV-1 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class AV-1 Certificates has been reduced to zero; (viv) fifthfourth, once the Class Certificate Balance of the Class AV-1 Certificates has been reduced to zero, sequentially, to the Class AF-1, Class AF-2, Class AF-3 AF-1 and Class AF-4 AF-2 Certificates, in that order, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balances of the Class AF-1, Class AF-2, Class AF-3 AF-1 and Class AF-4 AF-2 Certificates have been reduced to zero; (viv) sixthfifth, once the Class Certificate Balances of the Guaranteed Senior Certificates have been reduced to zero, to the Class M-1 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero; (viivi) seventhsixth, once the Class Certificate Balance of the Class M-1 Certificates has been reduced to zero, to the Class M-2 Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero; (viiivii) eighthseventh, once the Class Certificate Balance of the Class M-2 Certificates has been reduced to zero, to the Class B Certificates, 100% of the Principal Distribution Amount for such Distribution Date until the Class Certificate Balance of the Class B Certificates has been reduced to zero; and (ixviii) ninth, any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (i) through (viiivii) above shall be applied as set forth in Section 4.02(d). (c) On each Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the Trustee shall distribute the Principal Distribution AmountAmount (provided that Insured Amounts constituting part of the Principal Distribution Amount may only be used to pay the Group I Principal Percentage of the Principal Distribution Amount to the Class AF Certificates pursuant to the item listed in clause (i)(A) below), to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, concurrently as follows: (A) the Group I Principal Percentage of the lesser of (1) the Principal Distribution Amount and (2) the Senior Principal Distribution Amount, sequentially, to the Class AF-1, Class AF-2, Class AF-3 AF-1 and Class AF-4 AF-2 Certificates, in that order, until the Class Certificate Balance of each of those classes has been reduced to zero and then to the Class AV-1 Certificates, until the Class Certificate Balance thereof of that class has been reduced to zero; and (B) the Group II Principal Percentage of the lesser of (1) the Principal Distribution Amount and (2) the Senior Principal Distribution Amount, to the Class AV-1 Certificates, until the Class Certificate Balance thereof of that class has been reduced to zero and then sequentially to the Class AF-1, Class AF-2, Class AF-3 AF-1 and Class AF-4 AF-2 Certificates, in that order, until the Class Certificate Balance thereof of each of those classes has been reduced to zero; (ii) second, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the amount distributed to the Guaranteed Senior Certificates in clause (i) above and (B) the Class M-1 Principal Distribution Amount, to the Class M-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iii) third, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Guaranteed Senior Certificates in clause (i) above and the amount distributed to the Class M-1 Certificates in clause (ii) above and (B) the Class M-2 Principal Distribution Amount, to the Class M-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iv) fourth, the lesser of (A) the excess of (1) the Principal Distribution Amount over (2) the sum of the amount distributed to the Guaranteed Senior Certificates in clause (i) above, the amount distributed to the Class M-1 Certificates in clause (ii) above and the amount distributed to the Class M-2 Certificates in clause (iii) above and (B) the Class B Principal Distribution Amount, to the Class B Certificates until the Class Certificate Balance thereof has been reduced to zero; and (v) fifth, any amount of the Principal Distribution Amount remaining after making all of the distributions in clauses (i) through (iv) above shall be applied as set forth in Section 4.02(d). (d) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow Amount, to the extent available, to the parties, in the amounts and in the priorities indicated: (i) first, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4 AF-2 and Class AV-1 Certificates, pro rata, any remaining applicable Interest Distribution Amount for such Distribution Date; (ii) second, to the Class AF-1, Class AF-2, Class AF-3, Class AF-4 AF-2 and Class AV-1 Certificates, pro rata, any remaining Class Unpaid Interest Amounts for the classes of Guaranteed Senior Certificates; (iii) third, to the extent not paid by Trustee Permitted Withdrawal AmountsInsurer, expenses and indemnity amounts any remaining I&I Payments then due and owing to the Trusteeowing; (iv) fourth, to fund the Extra Principal Distribution Amount for such Distribution Date; (v) fifth, to the Class M-1 Certificates, any remaining Interest Distribution Amount for that such Distribution Date; (vi) sixth, to the Class M-1 Certificates, any remaining Class Unpaid Interest Amount for the Class M-1 Certificates; (vii) seventh, to fund the Class M-1 Realized Loss Amortization Amount for that such Distribution Date; (viii) eighth, to the Class M-2 Certificates, any remaining Interest Distribution Amount for that such Distribution Date; (ix) ninth, to the Class M-2 Certificates, any remaining Class Unpaid Interest Amount for the Class M-2 Certificates; (x) tenth, to fund the Class M-2 Realized Loss Amortization Amount for that such Distribution Date; (xi) eleventh, to the Class B Certificates, any remaining Interest Distribution Amount for that such Distribution Date; (xii) twelfth, to the Class B Certificates, any remaining Class Unpaid Interest Amount for the Class B Certificates; Certificates (xiii) thirteenth, to fund the Class B Realized Loss Amortization Amount for that such Distribution Date; (xiv) fourteenth, for deposit into the Net WAC Cap Account, the Net WAC Cap Deposit Amount; (xv) fifteenth, to the Class X Certificates, the excess of (A) the sum of (1) the product of their notional balance and Pass-Through Rate as provided in the Preliminary Statement and (2) the amount, if any, of any Overcollateralization Release Amount for such Distribution Date, over (B) the sum of the amounts described in clauses (i) through (xiii) above; and (xvi) sixteenth, to the Class R Certificates, any remaining Monthly Excess Cashflow Amount. (e) Realized Losses shall be allocated first against the Overcollateralization Amount, until the Overcollateralization Amount has been reduced to zero. If, after giving effect to the distribution of the Principal Distribution Amount on any Distribution Date the aggregate Class Certificate Balance of the Offered Certificates exceeds the Pool Principal Balance as of the end of the related Due Period, such excess will be allocated against the Class B, Class M-2 and Class M-1 Certificates, in that order and until the respective Class Certificate Balances thereof are reduced to zero. (f) On each Distribution Date, following all distributions, deposits and allocations made pursuant to subsections (a) through (e) above, the Trustee shall distribute, pro rata, to the Class AF-1 and Class AV-1 Certificates, the applicable Net WAC Cap Carryover for such Distribution Date, if any, from the Net WAC Cap Account (to the extent of available funds therein). (g) On each Distribution Date, following all distributions and deposits made pursuant to subsections (a) through (f), the Trustee will withdraw from the Reserve Fund (to the extent of available funds therein) an amount sufficient to pay the following items, and shall distribute such amount in the following order of priority: (i) first, to pay, the Interest Distribution Amount payable to the Class AV-1 Certificates, to the extent not covered by Available Funds (including payments from the Net WAC Cap Account); and (ii) second, to pay to the Class AV-1 Certificates, the Group II Principal Percentage of the Principal Distribution Amount or Senior Principal Distribution Amount, as applicable, to the extent not covered by Available Funds. (h) On each Distribution Date, following all distributions and deposits made pursuant to subsections (a) through (g) above, the Trustee will withdraw from the Reserve Fund any amounts remaining therein and shall distribute such amounts to pay the following items, in the following order of priority: (i) first, to the Class AV-1 Certificates, to pay any remaining Net WAC Cap Carryover for the Class AV-1 Certificates, to the extent not paid out of the Net WAC Cap Account on such Distribution Date; and (ii) second, to the holders of the Class X Certificates.