Common use of Priorities of Distribution Clause in Contracts

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider (to the extent not previously paid to the Swap Provider as a Replacement Swap Provider Payment) other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest TrustClass A-1, the sum of (x) all Net Swap Payments Class A-2, Class A-3 and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) concurrently, : (1) from the remaining Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesDate; and (2) from the remaining Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(B)(1) or (2i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall;, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the amounts of such shortfall; and (C) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) and (i)(B) above, sequentially, to the each Class M-1 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to to, in the aggregate, the Principal Distribution Amount Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(A) of this Section 4.02; (b) concurrently, (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero and (2) to the Group II Certificates, the Group II Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as set forth in Section 4.02(c); (c) sequentially:, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related Amount, pro rata (based on the accrued and unpaid interest distributable under this clause (i)(A) to the Group I Mortgage LoansClass A-1, Class A-2 and Class A-3 Certificates), to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2AA-1, Class A-2B, Class A-2C A-2 and Class A-2D A-3 Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (CB) from any remaining Interest Remittance AmountsAmount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance AmountsAmount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance AmountsAmount, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (ME) from any remaining Interest Remittance AmountsAmount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (F) from any remaining Interest Remittance Amount, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:subject to clause (iv) of this Section 4.02(a), sequentially to the Class A-1, Class A-2 and Class A-3 Certificates, in that order until the respective Class Certificate Balances thereof have been reduced to zero; (b) sequentially to the Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining plus any Senior Defaulted Swap Termination Payment received from a replacement swap provider and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest TrustClass A-1, the sum of (x) all Net Swap Payments Class A-2, Class A-3 and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Trust in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage LoansAmounts, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Amounts, distributable to each Class of Class A Certificates), to each of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for each Class of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest A Certificates from prior Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDates; (C) from any remaining Interest Remittance Amounts, Amounts to the Class M-1 M Certificates, the sequentially, in ascending numerical order, their Accrued Certificate Interest Distribution Amount for such Class;Interest; and (D) from any remaining Interest Remittance Amounts, Amounts to the Class M-2 B Certificates, the sequentially, in ascending numerical order, their Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassInterest. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates and Residual Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (a)(i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentiallyconcurrently, to the Class R, Class RC and Class RX Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (2) concurrently, to the Class A Certificates, in the following order of priority:

Priorities of Distribution. (a1) On each Distribution Date, the Securities Administrator shall allocate withdraw from amounts the Distribution Account the Available Distribution Amount (to the extent that such amount is then on deposit in the Distribution Account in the following order of priority Account) and shall distribute such amount to the extent of Certificates and the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates Certificate Insurer in the following order of priority: (A) With respect to the Supplemental Interest Trust, the sum portion of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Available Distribution Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest for such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if Date consisting of the Interest Remittance Amount for either Loan Group is insufficient to make such Distribution Date, on each Distribution Date, the related payments set forth clause (1) or (2) above, any Securities Administration shall withdraw the Interest Remittance Amount relating from the Available Distribution Amount on deposit in the Distribution Account for that Distribution Date, and distribute such funds to the specified Class of Certificates that have outstanding Class Principal Balances and outstanding Notional Amounts and the Certificate Insurer, sequentially, in the following order of priority: (i) to the Class L-IO Certificates, their Interest Distribution Amount for that Distribution Date; (ii) to the Certificate Insurer, the Class A-1-W and Class A-3-W Premium for such Distribution Date; (iii) concurrently, to the Senior Certificates (other Loan Group remaining after payment of than the related Accrued Certificate Exchangeable Certificates), their respective Senior Interest Distribution Amounts and Unpaid for such Distribution Date, pro rata based on their respective Senior Interest Distribution Amounts will be available to cover that shortfallfor such Distribution Date; (Civ) from to the Certificate Insurer to pay any Reimbursement Amounts; (v) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, their respective Subordinated Interest Distribution Amounts, in each case, to the extent of the Interest Remittance Amount remaining after distributions of interest to the Classes of Certificates with a higher payment priority; and (vi) any remaining Interest Remittance Amounts, Amount on any Distribution Date will be distributed pursuant to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (DSection 5.02(a)(1)(C) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Classhereof. (ii1) (A) on On each Distribution Date (a) prior to the Stepdown Date or (b) with respect to on which a Trigger Event is in effect, to the holders Holders of each Class of Certificates and the Class or Classes of LIBOR Certificates then Certificate Insurer shall be entitled to receive payments and distributions in respect of principal as set forth below, an amount equal to from the Principal Distribution Amount Amount, respectively, in the following order of priority: (i) to the Certificate Insurer, any Class A-1-W and Class A-3-W Premium for such Distribution Date remaining unpaid after application of the Interest Remittance Amount on that Distribution Date; (ii) sequentially, to the Class A-R Certificates, until its Class Principal Balance is reduced to zero, and then to the holders of the Class A Certificates and to the Certificate Insurer pursuant to Section 5.03 hereof, until their respective Class Principal Balances and any unpaid Reimbursement Amounts to the Certificate Insurer are reduced to zero; (iii) sequentially, to the holders of the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until their respective Class Principal Balances are reduced to zero; and (iv) any remaining Principal Distribution Amount on any Distribution Date will be will be distributed pursuant to Section 5.02(a)(1)(C) hereof; or (2) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the Holders of each Class of Certificates and the Certificate Insurer shall be entitled to receive payments and distributions in respect of principal from the Principal Distribution Amount, respectively, in the following order of priority: (i) to the Certificate Insurer, any Class A-1-W and Class A-3-W Premium for such Distribution Date remaining unpaid after application of the Interest Remittance Amount on that Distribution Date; (ii) to the holders of the Class A Certificates and to the Certificate Insurer, the Senior Principal Distribution Amount, allocated between the Class A Certificates and the Certificate Insurer pursuant to Section 5.03 hereof, until the aggregate Class Principal Balances of the Class A Certificates and any unpaid Reimbursement Amounts to the Certificate Insurer have been reduced to zero; (iii) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (iv) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (v) to the Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vi) to the Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (viii) to the Class M-6 Certificates, the Class M-6 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (ix) to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; and (x) to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; and (xi) to the Class B-3 Certificates, the Class B-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; and (xii) any remaining Principal Distribution Amount on any Distribution Date will be will be distributed pursuant to Section 5.02(a)(1)(C) hereof. (C) On each Distribution Date the remaining Net Monthly Excess Cashflow, after giving effect to the distribution of the Extra Principal Distribution Amount for that Distribution Date, shall be distributed to the Certificates in the following order of priority, in each case to the extent of the amounts remaining: (i) to the Class M-1 Certificates, the related Interest Carry Forward Amount; (ii) to the Class M-1 Certificates, the related Unpaid Realized Loss Amount; (iii) to the Class M-2 Certificates, the related Interest Carry Forward Amount; (iv) to the Class M-2 Certificates, the related Unpaid Realized Loss Amount; (v) to the Class M-3 Certificates, the related Interest Carry Forward Amount; (vi) to the Class M-3 Certificates, the related Unpaid Realized Loss Amount; (vii) to the Class M-4 Certificates, the related Interest Carry Forward Amount; (viii) to the Class M-4 Certificates, the related Unpaid Realized Loss Amount; (ix) to the Class M-5 Certificates, the related Interest Carry Forward Amount; (x) to the Class M-5 Certificates, the related Unpaid Realized Loss Amount; (xi) to the Class M-6 Certificates, the related Interest Carry Forward Amount; (xii) to the Class M-6 Certificates, the related Unpaid Realized Loss Amount; (xiii) to the Class B-1 Certificates, the related Interest Carry Forward Amount; (xiv) to the Class B-1 Certificates, the related Unpaid Realized Loss Amount; (xv) to the Class B-2 Certificates, the related Interest Carry Forward Amount; (xvi) to the Class B-2 Certificates, the related Unpaid Realized Loss Amount; (xvii) to the Class B-3 Certificates, the related Interest Carry Forward Amount; (xviii) to the Class B-3 Certificates, the related Unpaid Realized Loss Amount; (xix) to the Basis Risk Carry Forward Reserve Fund, the amount of any Basis Risk Carry Forward Amount for such Distribution Date and from the Basis Risk Carry Forward Reserve Fund sequentially:, first (i) concurrently, to the Class A Certificates, first pro rata, based on their respective Class Principal Balances or Notional Amounts, as applicable, to the extent needed to pay any Basis Risk Carry Forward Amount Carryover for each such Class and then, pro rata, based on any Basis Risk Carry Forward Amount Carryover for each such Class, in an amount up to the amount of any Basis Risk Carry Forward Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Basis Risk Carry Forward Amount for such Classes of Certificates; (xx) sequentially, first (i) concurrently, to the Class A Certificates, first pro rata, based on their respective Class Principal Balances or Notional Amounts, as applicable, to the extent needed to pay any Unpaid Interest Shortfall Amount for each such Class and then, pro rata, based on any Unpaid Interest Shortfall Amount for each such Class, in an amount up to the amount of any Unpaid Interest Shortfall Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Unpaid Interest Shortfall Amount for such Classes of Certificates; (xxi) to the Class OC Certificates, the Class OC Distributable Amount; and (xxii) to the holders of the Class A-R Certificates, any remaining amounts; provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest prepayment charge term or any Distribution Date thereafter, then any such remaining amounts, together with the Class P Distribution Amount, will be distributed first, to the holders of the Class P Certificates, until the Class Principal Balance thereof has been reduced to zero; and second, to the holders of the Class A-R Certificates. For the avoidance of doubt, Section 5.02(a)(1)(C) is intended to cause the Class OC Certificates to receive from amounts remaining after the application of all other clauses of Section 5.02(a)(1)(C) preceding it, an amount up to the sum of the Class OC Distributable Amount for that Distribution Date and any Class OC Distributable Amounts remaining unpaid from prior Distribution Dates and the Securities Administrator shall construe Section 5.02(a)(1)(C) as necessary so as to accomplish such result. (D) On each Distribution Date, the Class P Distribution Amount received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. On the Distribution Date in October 2012, the $1,000 held in trust for the Class P Certificates will be distributed to the holders of the Class P Certificates.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds (including for this purpose any Senior Defaulted Swap Termination Payment to the extent received from a replacement swap provider) remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions to the Class A-3b Certificate Insurer and on the Certificates other than the Class A-3b Certificates in accordance with such allocationallocation and will hold any amounts allocated to the Class A-3b Certificates in the Distribution Account for distribution to the Holders of the Class A-3b Certificates on the Class A-3b Distribution Date: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Class A-3b Certificate Insurer in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for such Distribution Date, and to the Class-3b Certificate Insurer, the Premium Amount and any Reimbursement Amount then owing to it on account of a prior drawing relating to interest on the Class A-1 A-3b Certificates; (2) from the Interest Remittance Amount related , in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv), (v) or and (2vi) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (GF) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (HG) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LH) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MI) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (J) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal and to the Class A-3b Certificate Insurer as set forth below, from amounts remaining on deposit in the Distribution Account after making allocations pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates and the Class A-3b Certificate Insurer, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; (b) to the Class A-3b Certificate Insurer, the amount of any remaining Reimbursement Amount then owing to it on account of a prior drawing relating to principal on the Class A-3b Certificates; and

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1 and Class A-2 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 2 to the Supplemental Trustee, the Trustee Fee for such Distribution Date; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to FSA, the FSA Premium for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the holders Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, first to the Trustee, then to FSA and then to the Credit Risk Manager, any Trustee Fee, FSA Premium and Credit Risk Manager Fee, respectively, remaining unpaid after giving effect to clauses (i), (ii) and (iii); (v) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to FSA, any FSA Reimbursement Amount; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (x) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (v) above will be applied to the Senior Certificates as follows: (i) amounts distributed to the Class A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class A-2, Class A-3, Class A-4 and Class A-IO Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments the Class A-1 Certificates and then to (y) any Swap Termination Payment owed the Class A-2, Class A-3 and Class A-4 Certificates, pro rata, until the respective Class Principal Balances thereof are reduced to the Swap Provider other than a Defaulted Swap Termination Paymentzero; (B) concurrentlyfrom the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class R Certificates, then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then to (z) the Class A-1 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; (ii) to FSA, any FSA Reimbursement Amounts, to the extent not otherwise paid pursuant to Section 4.02(a); (iii) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vi) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Interest Principal Remittance Amount related derived from Loan Group 1, first to (x) the Class A-1 Certificates and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata, the Group I Mortgage Loans1 Allocation Amount, until the respective Class Principal Balances thereof have been reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group 2, first to (x) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then to (y) the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for Group 2 Allocation Amount, until the respective Class A-1 Certificates; Principal Balances thereof have been reduced to zero. (2ii) from the Interest Remittance Amount related to FSA, any FSA Reimbursement Amounts, to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts extent not otherwise paid pursuant to Section 4.02(a) and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallSection 4.02(c); (Ciii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mvi) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Loan Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest TrustAccount, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, if any (to the extent not previously received by the Swap Provider other than as a Replacement Swap Provider Payment), but not including any Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; such Distribution Date, allocated pursuant to clauses (2iv) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata and (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesv) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MI) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; and (J) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date. (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B 1, Xxxxx X 0 xxx Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of the Class A-IO Certificates and each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) from the Interest-Remittance Amount related to both Loan Groups, to the Class A-IO Certificates, the related Senior Interest Payment Amount for such Class; (C) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts Payment Amount for the Class A-1 Certificatessuch Class; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(C)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(C)(1) or (2i)(C)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for amounts of such Class;shortfall; and (D) from any remaining Interest Remittance AmountsAmounts related to both Loan Groups after taking into account the distributions made under clauses (i)(A) through (i)(C) above, sequentially, to the each Class M-2 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to paragraph (i)(A) above; (b) concurrently: (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; and (2) to the Group II Certificates, the Group II Principal Payment Amount, allocated among such Classes as set forth in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and (B) on each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) (1) on and after the Stepdown Date and (2) as long as a Trigger Event is not in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02 above, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to paragraph (a)(i)(A) of this Section 4.02; (b) concurrently: (1) to the Class I-A Certificates, the Group I Senior Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; and (2) to the Group II Certificates, the Group II Senior Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Certificate Principal Balances are reduced to zero; and (c) sequentially, to each Class of Class M Certificates, in the order set forth in the definition of Class M Principal Payment Amount, the Class M Principal Payment Amount for the related Class of Class M certificates, until their respective Class Certificate Balances are reduced to zero; (iii) any amounts remaining after the distributions in paragraphs (i) and (ii) of this Section 4.02(a), plus, as specifically indicated below, from amounts on deposit in the Excess Reserve Fund Account, shall be distributed in the following order of priority: (aA) to the Class A-IO Certificates, any Senior Interest Payment Amount not paid pursuant to clause (a)(i)(B) of this Section 4.02; (B) to the Class A Certificates (other than the Class A-IO Certificates), any Senior Interest Payment Amount not paid pursuant to clause (a)(i)(C) of this Section 4.02 allocated pro rata among the classes of a Certificate Group as described in clause (a)(i)(C)(2) of this Section 4.02; (C) sequentially, to the holders of the Class M Certificates, in ascending order by numerical Class designation, first, any Interest Payment Amount for that Class not paid for such Distribution Date pursuant to clause (a)(i)(D) of this Section 4.02, second, any Interest Carry Forward Amount for that Class, and third, any Unpaid Realized Loss Amount for that Class; (D) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (E) from amounts on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount with respect to the LIBOR Certificates and Class A-IO Certificates for such Distribution Date, allocated in the same order and priority as set forth in clauses (a)(i)(B), (a)(i)(C) and (a)(i)(D) of this Section 4.02; (F) to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; (G) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A) through (F); and (H) to the holders of the Class R Certificates, any remaining amount; If on any Distribution Date, as a result of the foregoing allocation rules, any Class of Class A Certificates does not receive in full the related Senior Interest Payment Amount or the related Interest Carry Forward Amount, if any, then such shortfall will be allocated to the Holders of such Class, with interest thereon, on future Distribution Dates, as Interest Carry Forward Amounts, subject to the priorities described above. (b) On each Distribution Date, prior to any distributions on any other Class of Certificates, all amounts representing Prepayment Charges from the Mortgage Loans received during the related Prepayment Period shall be distributed by the Securities Administrator to the holders of the Class P Certificates. (c) Any principal distributions to the holders of the Class A Certificates (other than the Class A-IO Certificates) on any Distribution Date prior to the Stepdown Date will be allocated to the Group I Certificates and the Group II Certificates based on the Group Principal Allocation Percentage for such Certificate Group as applicable for that Distribution Date. However, if the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero before the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date, and the amount of those principal distributions distributable on all subsequent Distribution Dates, will be distributed to the holders of the Class A Certificates in the other Certificate Group remaining outstanding, after taking into account the related Principal Payment for that Distribution Date, in accordance with the priorities described in Section 4.02(a)(ii)(A)(b), until their Class Certificate Balances have been reduced to zero. Any distributions of principal to the Group I Certificates will be made first from payments relating to Group I Mortgage Loans and any distributions of principal to the Group II Certificates will be made first from payments relating to the Group II Mortgage Loans. If the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero on or after the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date, and the amount of principal distributions distributable to the Class A Certificates in all subsequent Distribution Dates, will be distributed to the Class A Certificateholders of the remaining Certificate Group in accordance with the priorities set forth in Section 4.02(a)(ii)(B)(b). Any principal distributions allocated to the Group II Certificates will be allocated as follows: (i) to the Class II-A-1 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (ii) to the Class II-A-2 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (iii) to the Class II-A-3 Certificates, until the Class Certificate Balance of such Class has been reduced to; and (iv) to the Class II-A-4 Certificates, until the Class Certificate Balance of such Class has been reduced to zero. However, on and after the Distribution Date on which the aggregate Class Certificate Balances of the Class M Certificates been reduced to zero, any principal distributions allocated to the Group II Certificates are required to be allocated pro rata, among the Classes of Group II Certificates, based upon their respective Class Certificate Balances. (d) On any Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated by the Securities Administrator as a reduction in the following order: (1) First, to the amount of interest payable to the Class X Certificates; and (2) Second, pro rata, as a reduction of the Interest Payment Amount for the Class A and Class M Certificates, based on the amount of interest to which such Classes would otherwise be entitled. (e) On any Distribution Date (or any Derivative Payment Date, as applicable), the Securities Administrator shall distribute any Swap Amount and Cap Amount for such date as follows: (i) to the Derivative Counterparty, any Net Derivative Payment owed to the Derivative Counterparty pursuant to the Swap Agreement for such Derivative Payment Date to the extent not previously paid in Sections 4.02(a)(i)(A), 4.02(a)(ii)(A) or 4.02(a)(ii)(B); (ii) to the Swap Counterparty, any Swap Termination Payment not resulting from a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement for such Derivative Payment Date; (iii) to the extent not paid and in the order of priority provided in clauses (a)(i)(B), (a)(i)(C) and (a)(i)(D) of this Section 4.02, to the Class A Certificates any Senior Interest Payment Amounts, and to the Class M Certificates, in ascending order by numerical class designation, any Interest Payment Amounts; (iv) to the Class A Certificates (other than the Class A-IO Certificates) and the Class M Certificates in the order of priority set forth in clauses (a)(ii)(A)(b), (a)(ii)(A)(c), (a)(ii)(B)(b) and (a)(ii)(B)(c) of this Section 4.02, an amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date after giving effect to distributions pursuant to such clauses; (v) to the extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02, sequentially, to the each Class of Class M Certificates, in ascending order by numerical Class designation, first, any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class; (vi) to the extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (vii) to the extent not paid pursuant to clause (a)(iii)(E) of this Section 4.02, to the LIBOR Certificates and the Class A-IO Certificates, any remaining unpaid Basis Risk Carryover Amount with respect to such Certificates for that Distribution Date, allocated in the same order and priority as set forth in such clause; (viii) if applicable, to the Swap Termination Receipts Account or Cap Termination Receipts Account for application to the purchase of a replacement swap agreement or replacement cap agreement pursuant to Section 4.08; (ix) to the extent not paid pursuant to clause (a)(iii)(F) of this Section 4.02, to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; and (x) to the extent not paid pursuant to clause (a)(iii)(G) of this Section 4.02, to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to from the Supplemental Interest Trust and Remittance Amount, to the holders of each Class of LIBOR Offered Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, Loans to the Class A-1 Certificates, the their related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts Amount for the Class A-1 Certificates; such Distribution Date; (2B) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable Loans to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A-2 Certificates, the their related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts Amount for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatessuch Distribution Date; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth in clause (1A) or (2B) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Amount will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;Class on such Distribution Date; and (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) concurrently: (i) the Group I Principal Distribution Amount to the Class A-1 Certificates, until their Certificate Class Balance has been reduced to zero; and (ii) the Group II Principal Distribution Amount to the Class A-2 Certificates, until their Class Certificates Balances has been reduced to zero; and (b) sequentially:, to the Class M-1, Class M-2 and Class M-3 Certificates, in that order, until their respective Class Certificate Balances thereof are reduced to zero.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) [to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to from the Interest Remittance Amount, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Swap Counterparty) owed to the Swap Provider other than a Defaulted Swap Termination PaymentCounterparty, including any such amounts unpaid from previous Distribution Dates; (B) concurrently, : (1) from the Interest Remittance Amount related to the [Group I I] Mortgage Loans, to the Class A-1 [ ] Certificates, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesPayment Amount; and (2) from the Interest Remittance Amount related to the [Group II II] Mortgage Loans, to the Class [ ] and Class [ ] Certificates, pro rata rata, (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2)) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Classes of such Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either any Loan Group is insufficient to make the related payments set forth clause in clauses (1) or i)(B)(1)or (2i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts Payment Amount will be available to cover that shortfall;; and (C) from any remaining Interest Remittance Amounts, sequentially, to the each Class M-1 of Class [ ] Certificates, in ascending order by numerical Class designation;] [To be modified in accordance with the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to structure of the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Classrelated transaction.] (ii) [(A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to to, in the aggregate, the Principal Distribution Payment Amount in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Swap Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Swap Counterparty) owed to the Swap Counterparty to the extent unpaid pursuant to clause (i)(A) above; (b) concurrently: (1) to the Class [ ] Certificates, the [Group I] Principal Payment Amount, until the Class Certificate Balance of the Class [ ] Certificates is reduced to zero; and (2) to the [Group II] Certificates, the [Group II] Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially:, to each Class of Class [ ] Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall shall, solely in accordance with the information provided by the Master Servicer, allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders Holders of each Class class of LIBOR Certificates and the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related Amount, in the following order of priority: (1) to the Group I Mortgage Loans, to holders of the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanspro rata, pro rata (based on their respective Class Certificate Balances, the Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or each class of Class A Certificates; (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) payable from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D3) payable from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E4) payable from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F5) payable from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G6) payable from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H7) payable from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) 8) payable from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (M9) payable from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) Class on each such Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:Date;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust Trust, to the Coupon Strip Reserve Account and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) sequentially (1) first, to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; and (2) second, if applicable, to the Coupon Strip Reserve Account, the Coupon Strip; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (ML) from any remaining Interest Remittance Amounts, to the Class B-2 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining plus any Senior Defaulted Swap Termination Payment received from a replacement swap provider and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance AmountsAmount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance AmountsAmount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance AmountsAmount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance AmountsAmount, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance AmountsAmount, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance AmountsAmount, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance AmountsAmount, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance AmountsAmount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amount, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest TrustAccount, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts, to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MG) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (J) from any remaining Interest Remittance Amounts, to the Class B-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Trust in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, concurrently, to the Class A-1 A Certificates, the related their respective Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, allocated pro rata (based on the their respective Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2AAmounts, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallrespectively); (C) from any remaining Interest Remittance Amounts, Amounts to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (D) from any remaining Interest Remittance Amounts, Amounts to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (E) from any remaining Interest Remittance Amounts, Amounts to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (F) from any remaining Interest Remittance Amounts, Amounts to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (G) from any remaining Interest Remittance Amounts, Amounts to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, Amounts to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; and; (MI) from any remaining Interest Remittance Amounts, Amounts to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (J) from any remaining Interest Remittance Amounts to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for that Class; and (K) from any remaining Interest Remittance Amounts to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for that Class. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates and Residual Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (a)(i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentiallyconcurrently, to the Class R and Class RC Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (2) to the Class A Certificates, in the following order of priority:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) from the Interest Remittance Amount, to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates in the following order of priority: (A) from the Interest Remittance Amount to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the any remaining Interest Remittance Amount related to the Group I Mortgage LoansAmount, concurrently to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 A-1, Class A-2 and Class A-3 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans), allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts); (C) from any remaining Interest Remittance AmountsAmount, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance AmountsAmount, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance AmountsAmount, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance AmountsAmount, to the Class M-4 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance AmountsAmount, to the Class M-5 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance AmountsAmount, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (MI) from any remaining Interest Remittance AmountsAmount, to the Class B-2 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.; (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2a, Class A-2b, Class A-2c and Class A-2d Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Clasx X-0, Xxxxx X-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount Amounts related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and Unpaid Interest Amounts Amount for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 B-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Clasx X-0, Xxxxx X-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Account in the following order of priority: (A) to the Supplemental Interest TrustAccount, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, if any (to the extent not previously received by the Swap Provider other than as a Replacement Swap Provider Payment), but not including any Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; such Distribution Date, allocated pursuant to clauses (2iv) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata and (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesv) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date. (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest TrustClass A-1, the sum of (x) all Net Swap Payments Class A-2, Class A-3, Class A-4 and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-5 Certificates, the related Accrued Certificate Interest Distribution Amounts and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1, Class A-2, Class A-3 and Class A-4 allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xvii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xvi) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vi) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class 1-A-1 and Class 1-A-2 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments the Class 1-A-1 and Class 1-A-2 Certificates in accordance with the allocation rules set forth in (g) below, and then to (y) any Swap Termination Payment owed the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to the Swap Provider other than a Defaulted Swap Termination Payment;zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to the Group I Mortgage Loans, to (x) the Class A-1 R and Class R-II Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on Class Principal Balance, until the Accrued Certificate Interest Distribution Amounts respective Class Principal Balance of such Classes has been reduced to zero and Unpaid Interest Amounts distributable then to (y) the Class A-2A2-A-1, Class A-2B2-A-2, Class A-2C 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (z) the Class 1-A-1 and Class A-2D 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below; (ii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-2APrincipal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Class A-2BPrincipal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, until the Class A-2C and Principal Balance of such Class A-2D has been reduced to zero; (v) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (3xii) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the Interest Remittance as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) abovewith respect to which a Trigger Event has not occurred, any Interest the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount relating to the other derived from Loan Group remaining after payment 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below, and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the related Accrued Certificate Interest Distribution Amounts Group 1 Allocation Amount; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class 2-A-1, Class 2-A-2 and Unpaid Interest Amounts will be available Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to cover that shortfallzero, and then to (y) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below, the Group 2 Allocation Amount; (Cii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Diii) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Eiv) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fv) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvi) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hvii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iviii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mix) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, the B-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the LIBOR Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount LIBOR Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Excess Interest Amount; and (aii) sequentially:, first to (x) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining plus any Senior Defaulted Swap Termination Payment received from a replacement swap provider and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate will make disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts, to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MG) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A-1A, Class A-1B, Class A-2A, Class A-2B and Class A-2C Certificates, the related Accrued Certificate txx xxxxxxx Xxxxxxx Xxxxxxxxxte Interest Distribution Amounts Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (H) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1A, Class A-1B, Class A-2A, Class A-2B and Class A-2C Certificates, axxxxxxxx xx xxxxxxxxx xx Xxxtion 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class I-A-1 and Class I-A-2 Certificates, pro rata, based on the amount distributable under this clause (i)(B)(1), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesDate; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(B)(1) or (2i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall;, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the amounts of such shortfall; and (C) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) and (i)(B) above, sequentially, to the each Class M-1 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to to, in the aggregate, the Principal Distribution Amount Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(A) of this Section 4.02; (b) concurrently, (1) to the Group I Certificates, the Group I Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero and (2) to the Group II Certificates, the Group II Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as set forth in Section 4.02(c); (c) sequentially:, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xiii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xii) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vi) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class A-2, Class A-3, Class A-4, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Supplemental Interest TrustClass A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class R Certificates, and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balances and then to (z) the Class A-1 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Class A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; (ii) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (viii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vii) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, the sum of (x) all Net Swap Payments the Group 1 Allocation Amount and (y) any Swap Termination Payment owed the component of the Principal Remittance Amount representing payments under the Interest Rate Cap Agreement to cover Realized Losses on the Group 1 Mortgage Loans, until the respective Class Principal Balance is reduced to zero; provided, however, that the portion otherwise allocable to the Swap Provider other than a Defaulted Swap Termination Payment;Class A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (x) the Group I Mortgage LoansClass A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance and then to (y) the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts sum of the Group 2 Allocation Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from component of the Principal Remittance Amount representing payments under the Interest Remittance Amount related Rate Cap Agreement to cover Realized Losses on the Group II 2 Mortgage Loans, pro rata (based on until the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable respective Class Principal Balance is reduced to zero; provided, however, that the portion otherwise allocable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) A-4 Certificates will be distributed to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for A-3 Certificates until the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment Principal Balance of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available Class A-3 Certificates has been reduced to cover that shortfallzero; (Cii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Diii) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Eiv) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fv) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mvi) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (viii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (vii) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (MK) from any remaining Interest Remittance Amounts, to the Class B-2 B-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates and to the Supplemental Interest Trust in the following order of priority: (Aa) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (Bb) concurrently, (1x) from the Interest Remittance Amount related allocable to the Group I Mortgage Loans, to the Class A-1 1A Certificates, the related their Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; Amounts, allocated pro rata based on their respective entitlements to those amounts and (2y) from the Interest Remittance Amount related allocable to the Group II Mortgage Loans, pro rata (based on to the Class 2A Certificates, their Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable Amounts, allocated pro rata based on their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesthose amounts; (3) provided, that if the Interest Remittance Amount for such funds allocable to either Loan Group is group of Mortgage Loans are insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating such funds allocable to the other Loan Group group remaining after payment of making the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts payments set forth above will be available to cover that shortfall; (Cc) from any remaining Interest Remittance Amounts, to the Class M-1 M Certificates, the sequentially, in ascending numerical order, their related Accrued Certificate Interest for that Distribution Amount for such Class;Date; and (Dd) from any remaining Interest Remittance Amounts, to the Class M-2 CertificatesB Certificates sequentially, the in ascending numerical order, their related Accrued Certificate Interest for that Distribution Amount for such ClassDate; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Principal Certificates and Residual Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) concurrently, to the Class R, Class RC and Class RX Certificates, pro rata, from the Principal Distribution Amount related to the Group II Mortgage Loans, until their respective Class Certificate Balances have been reduced to zero; (b) to the Class A Certificates, in the following order of priority: concurrently, (i) from the Principal Distribution Amount related to the Class 1A Certificates (based on the Class A Principal Allocation Percentage), concurrently, to the Class 1A Supersenior Certificates and 1AMZ Component, allocated pro rata, until their respective Class Certificate Balances have been reduced to zero; with the exception that if a Sequential Trigger Event is in effect, principal distributions to the Class 1A Supersenior Certificates and 1AMZ Component will be allocated sequentially to the Class 1A1 Certificates, Class 1A2 Certificates, 1A3 Component and 1AMZ Component, in that order, until their respective Class Certificate Balances have been reduced to zero. Principal distributions to the Class 1A Supersenior Certificates pursuant to this Section 4.01(a)(ii)(A)(b)(i) shall be allocated sequentially to the Class 1A1 Certificates, Class 1A2 Certificates and 1A3 Component, in that order, until their respective Class Certificate Balances have been reduced to zero. (ii) from the Principal Distribution Amount related to the Class 2A Certificates (based on the Class A Principal Allocation Percentage), concurrently, to the Class 2A Supersenior Certificates and 2AMZ Component, allocated pro rata, until their respective Class Certificate Balances have been reduced to zero; with the exception that if a Sequential Trigger Event is in effect, principal distributions to the Class 2A Supersenior Certificates and 2AMZ Component will be allocated sequentially to the Class 2A1 Certificates, 2A2 Component and 2AMZ Component, in that order, until their respective Class Certificate Balances have been reduced to zero. Principal distributions to the Class 2A Supersenior Certificates pursuant to this Section 4.01(a)(ii)(A)(b)(ii) shall be allocated sequentially to the Class 2A1 Certificates and 2A2 Component, in that order, until their respective Class Certificate Balances have been reduced to zero. provided, that if the Class Certificate Balances and component principal balances of any of the Class 1A or Class 2A Certificates is reduced to zero, then the remaining amount of principal distributions distributable to the Class A Certificates on such Distribution Date and the amount of those principal distributions on each subsequent Distribution Date will be distributed to the Class A Certificates remaining outstanding in accordance with the applicable distribution priorities in this clause (b), until their respective Class Certificate Balances have been reduced to zero; (c) from any remaining Principal Distribution Amounts, to the Class M Certificates, sequentially:, in ascending numerical order, until their respective Class Certificate Balances have been reduced to zero; and (d) from any remaining Principal Distribution Amounts, to the Class B Certificates, sequentially, in ascending numerical order, until their respective Class Certificate Balances have been reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class X-0, Xxxxx X-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (Ii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Supplemental Interest Trust in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage LoansAmounts, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Amounts, distributable to each Class of Class A Certificates), to each of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for each Class of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest A Certificates from prior Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDates; (C) from any remaining Interest Remittance Amounts, Amounts to the Class M-1 M Certificates, the sequentially, in ascending numerical order, their Accrued Certificate Interest Distribution Amount for such Class;Interest; and (D) from any remaining Interest Remittance Amounts, Amounts to the Class M-2 B Certificates, the sequentially, in ascending numerical order, their Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassInterest. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates and Residual Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (a)(i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentiallyconcurrently, to the Class R, Class RC and Class RX Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (2) to the Class A Certificates, in the following order of priority:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed (to the extent not previously paid to the Swap Provider as a Replacement Swap Provider Payment) other than a Defaulted Swap Termination Payment, owed to the Swap Provider with respect to that Distribution Date; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) concurrently, from any remaining Interest Remittance Amounts, pro rata (based on the Accrued Certificate Interest Distribution Amounts distributable to the Class M-8 M-8P and Class M-8D Certificates) to the Class M-8P and Class M-8D Certificates, the related Accrued Certificate Interest Distribution Amount for such Classthose Classes; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and the Class B-1 Certificates and Class B-2 Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, on a pro rata (basis based on their respective entitlements, the Accrued Certificate Interest Distribution Amounts Amount for such Classes and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest such Classes and such Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDate; (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (GF) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (HG) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (IH) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LI) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.; (ii) (A) on A)on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates and the Class B-1 Certificates and Class B-2 Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount sequentially, to the Class A-1, Class A-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class B-1 and Class B-2 Certificates, in that order, until the following order of priority: (a) sequentially:respective Class Certificate Balances thereof are reduced to zero

Priorities of Distribution. (a) On each Distribution Date, the Securities Trust Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to Interest remittances shall be distributed as follows: (I) the Supplemental Group 1 Interest Trust and to the holders of each Class of LIBOR Certificates Remittance Amount for such Distribution Date will be distributed in the following order of prioritymanner: (A) concurrently, to the Supplemental Interest TrustHolders of the Class 1-A-1 Certificates and Class 1-A-2 Certificates, on a pro rata basis based on the entitlement of each such Class, the sum of (x) all Net Swap Payments Current Interest and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentUnpaid Interest Amount, if any, for each such Class; (B) concurrentlyto the Holders of the Class 2-A Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess if any, of (1x) the amount required to be distributed pursuant to clause (II)(A) for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the related interest remittance amount. (II) the Group 2 Interest Remittance Amount related to for such Distribution Date will be distributed in the Group I Mortgage Loansfollowing manner: (A) concurrently, to the Holders of the Class 2-A-1 Certificates, Class 2-A-2 Certificates and Class 2-A-3 Certificates, on a pro rata basis based on the entitlement of each such Class, the Current Interest and the Unpaid Interest Amount, if any, for each such Class; (B) to the Holders of the Class 1-A Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess if any, of (x) the amount required to be distributed pursuant to clause (I)(A) for Fremont 2005-B Pooling & Servicing Agreement 100 such Distribution Date over (y) the amount actually distributed pursuant to such clause from the related interest remittance amount; and (III) following the distributions made pursuant to clauses (I) and (II) above, the remaining Group 1 Interest Remittance Amount and Group 2 Interest Remittance Amount will be distributed in the following manner: (A) first, to the Holders of the Class M1 Certificates, the related Accrued Certificate Current Interest Distribution Amounts and the Unpaid Interest Amounts Amount, if any, for such Class; (B) second, to the Holders of the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M2 Certificates, the related Accrued Certificate Current Interest Distribution Amounts and the Unpaid Interest Amounts Amount, if any, for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallsuch Class; (C) from any remaining Interest Remittance Amountsthird, to the Holders of the Class M-1 M3 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (D) from any remaining Interest Remittance Amountsfourth, to the Holders of the Class M-2 M4 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (E) from any remaining Interest Remittance Amountsfifth, to the Holders of the Class M-3 M5 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (F) from any remaining Interest Remittance Amountssixth, to the Holders of the Class M-4 M6 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (G) from any remaining Interest Remittance Amountsseventh, to the Holders of the Class M-5 M7 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (H) from any remaining Interest Remittance Amountseighth, to the Holders of the Class M-6 M8 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (I) from any remaining Interest Remittance Amountsninth, to the Holders of the Class M-7 M9 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class; (J) from any remaining Interest Remittance Amountstenth, to the Holders of the Class M-8 M10 Certificates, the Accrued Certificate related Current Interest Distribution Amount and the Unpaid Interest Amount, if any, for such Class;; and Fremont 2005-B Pooling & Servicing Agreement 101 (K) from any remaining Interest Remittance Amountseleventh, to the Holders of the Class M-9 M11 Certificates, the Accrued Certificate related Current Interest Distribution Amount for such Class; (L) from any remaining and the Unpaid Interest Remittance AmountsAmount, to the Class B-1 Certificatesif any, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) Principal remittances shall be distributed as follows: (AI) on On each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which if a Trigger Event is in effect: (A) (X) if a Trigger Event is in effect, distributions of principal to the extent of the Group 1 Principal Distribution Amount shall be distributed in the following amounts and order of priority: (1) first, to the Holders of the Class 1-A-1 Certificates, until the Certificate Balance thereof has been reduced to zero; (2) second, to the Holders of the Class 1-A-2 Certificates, until the Certificate Balance thereof has been reduced to zero; and (3) third, after taking into account the amount distributed to the Holders of the Class 2-A Certificates on such Distribution Date in respect of principal, to the holders of the Class or Classes 2-A Certificates, based on the entitlement of LIBOR Certificates then entitled each such Class pursuant to distributions of principal as the priorities set forth belowin clause (ii)(I)(B), an amount equal until the Certificate Balances thereof have been reduced to the Principal Distribution Amount in the following order of priority: (a) sequentially:zero.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the following distributions from amounts then on deposit in the Distribution Account in Account, net of the following order Trustee Fee and Trustee’s expenses, of priority and an amount equal to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates Remittance Amount in the following order of priority: (Ai) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Counterparty, but not including any Defaulted Swap Termination PaymentPayment owed to the Swap Counterparty, if any; (Bii) concurrently, (1) from the remaining portion of the Interest Remittance Amount related to the Group I 1 Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate their Senior Interest Distribution Amounts Amount for such Distribution Date, and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the remaining portion of the Interest Remittance Amount related to the Group II 2 Mortgage Loans, pro rata (based on concurrently, to the Accrued Certificate Group 2 Senior Certificates, their respective Senior Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2Afor such Distribution Date, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate pro rata based on their respective Senior Interest Distribution Amounts and Unpaid Interest Amounts for such Distribution Date; (iii) concurrently, (1) from the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if remaining portion of the Interest Remittance Amount related to the Group 1 Mortgage Loans, concurrently, to the Group 2 Senior Certificates, their respective Senior Interest Distribution Amounts for either Loan Group is insufficient to make the related payments set forth such Distribution Date remaining unpaid after clause (1) or second above, pro rata based on their respective Senior Interest Distribution Amounts for such Distribution Date, and (2) above, any from the remaining portion of the Interest Remittance Amount relating related to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts2 Mortgage Loans, to the Class M-1 A-1 Certificates, the Accrued Certificate their Senior Interest Distribution Amount for such ClassDistribution Date remaining unpaid after clause second above; (Div) from sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, their respective Subordinate Interest Distribution Amounts, in each case, to the extent of the Interest Remittance Amount remaining after distributions of interest to the Classes of Certificates with a higher payment priority; and (v) any remaining Interest Remittance Amounts, Amount on any Distribution Date will be distributed as part of Net Monthly Excess Cashflow pursuant to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassSection 4.1(d) below; (Eb) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on On each Distribution Date (a) prior to the Stepdown Date or (b) with respect to on which a Trigger Event is in effect, to the holders of the each Class or Classes of LIBOR Certificates then shall be entitled to receive distributions in respect of principal as set forth below, an amount equal to from the Principal Distribution Amount and the Swap Counterparty shall be entitled to the payments described below, in each case to the extent of the Available Distribution Amount available therefor after payment of the Interest Distribution Amount, in the following order of priority: (i) to the Swap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Counterparty, but not including any Defaulted Swap Termination Payment owed to the Swap Counterparty, if any, remaining unpaid on that Distribution Date after distributions from the Interest Remittance Amount for that Distribution Date; (ii) to the Senior Certificates in accordance with Section 4.1(e); (iii) sequentially, to the holders of the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until their respective Class Principal Balances are reduced to zero; and (iv) any remaining Principal Distribution Amount on any Distribution Date will be distributed as part of Net Monthly Excess Cashflow pursuant to Section 4.1(d) below; (c) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, the holders of each Class of Certificates and the Swap Counterparty shall be entitled to receive distributions from the Principal Distribution Amount, in the following order of priority: (i) to the Swap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Counterparty, but not including any Defaulted Swap Termination Payment owed to the Swap Counterparty, if any, remaining unpaid on that Distribution Date after distributions from the Interest Remittance Amount for that Distribution Date; (ii) to the holders of the Senior Certificates, in an amount up to the Senior Principal Distribution Amount, in accordance with Section 4.1(e), until their respective Class Principal Balances are reduced to zero; (iii) to the Class M-1 Certificates, in an amount up to the Class M-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (iv) to the Class M-2 Certificates, in an amount up to the Class M-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (v) to the Class M-3 Certificates, in an amount up to the Class M-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vi) to the Class M-4 Certificates, in an amount up to the Class M-4 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates, in an amount up to the Class M-5 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (viii) to the Class M-6 Certificates, in an amount up to the Class M-6 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (ix) to the Class B-1 Certificates, in an amount up to the Class B-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (x) to the Class B-2 Certificates, in an amount up to the Class B-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (xi) to the Class B-3 Certificates, in an amount up to the Class B-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (xii) any remaining Principal Distribution Amount on any Distribution Date will be distributed as part of Net Monthly Excess Cashflow pursuant to Section 4.1(d) below; (d) On each Distribution Date, the Net Monthly Excess Cashflow and, for purposes of making distributions at priorities (i), and (xxi) through (xxv) below, from the Excess Reserve Fund, will be distributed to the certificates and the Swap Counterparty in the following order of priority: (i) from any Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, first, concurrently, to the Classes of Offered Certificates then outstanding, first pro rata, based on their respective Class Principal Balances, to the extent needed to pay any Interest Carry Forward Amount for each such Class and then, pro rata, based on any Interest Carry Forward Amount remaining for each such Class, in an amount up to the amount of any Interest Carry Forward Amount remaining unpaid for such Classes of Certificates; (ii) to the Class M-1 Certificates, the related Interest Carry Forward Amount; (iii) to the Class M-1 Certificates, the related Unpaid Realized Loss Amount; (iv) to the Class M-2 Certificates, the related Interest Carry Forward Amount; (v) to the Class M-2 Certificates, the related Unpaid Realized Loss Amount; (vi) to the Class M-3 Certificates, the related Interest Carry Forward Amount; (vii) to the Class M-3 Certificates, the related Unpaid Realized Loss Amount; (viii) to the Class M-4 Certificates, the related Interest Carry Forward Amount; (ix) to the Class M-4 Certificates, the related Unpaid Realized Loss Amount; (x) to the Class M-5 Certificates, the related Interest Carry Forward Amount; (xi) to the Class M-5 Certificates, the related Unpaid Realized Loss Amount; (xii) to the Class M-6 Certificates, the related Interest Carry Forward Amount; (xiii) to the Class M-6 Certificates, the related Unpaid Realized Loss Amount; (xiv) to the Class B-1 Certificates, the related Interest Carry Forward Amount; (xv) to the Class B-1 Certificates, the related Unpaid Realized Loss Amount; (xvi) to the Class B-2 Certificates, the related Interest Carry Forward Amount; (xvii) to the Class B-2 Certificates, the related Unpaid Realized Loss Amount; (xviii) to the Class B-3 Certificates, the related Interest Carry Forward Amount; (xix) to the Class B-3 Certificates, the related Unpaid Realized Loss Amount; (xx) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for that Distribution Date; (xxi) from any remaining Interest Rate Cap Payment on deposit in the Excess Reserve Fund Account with respect to that Distribution Date, first, concurrently, to the Classes of Offered Certificates then outstanding, first pro rata, based on their respective Class Principal Balances, to the extent needed to pay any Basis Risk Carry Forward Amount for each such Class and then, pro rata, based on any Basis Risk Carry Forward Amount remaining for each such Class, in an amount up to the amount of any Basis Risk Carry Forward Amount remaining unpaid for such Classes of Certificates; (xxii) from funds on deposit in the Excess Reserve Fund Account (not including any Interest Rate Cap Payment included in that account), sequentially:, first (i) concurrently, to the Classes of Senior Certificates currently outstanding, first pro rata, based on their respective Class Principal Balances, to the extent needed to pay any Basis Risk Carry Forward Amount for each such Class and then, pro rata, based on any Basis Risk Carry Forward Amount remaining unpaid for each such Class, in an amount up to the amount of any Basis Risk Carry Forward Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Basis Risk Carry Forward Amount for such Classes of Certificates; (xxiii) from all remaining amounts (including remaining funds on deposit in the Excess Reserve Fund Account), sequentially, first (i) concurrently, to the Senior Certificates, first pro rata, based on their respective Class Principal Balances to the extent needed to pay any Unpaid Interest Shortfall Amount for each such Class and then, pro rata, based on any Unpaid Interest Shortfall Amount remaining unpaid for each such Class, in an amount up to the amount of any Unpaid Interest Shortfall Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Unpaid Interest Shortfall Amount for such Classes of Certificates; (xxiv) from all remaining amounts (including remaining funds on deposit in the Excess Reserve Fund Account), to the Swap Account, the amount of any Defaulted Swap Termination Payment owed to the Swap Counterparty; (xxv) from all remaining amounts (including remaining funds on deposit in the Excess Reserve Fund Account), to the holders of the Class OC Certificates, the Class OC Distributable Amount and any remaining Interest Rate Cap Payment; and (xxvi) to the holders of the Class R Certificates, any remaining amounts; provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest prepayment charge term with respect to the Mortgage Loans or any Distribution Date thereafter, then any such remaining amounts, together with the Class P Distribution Amount, will be distributed first, to the holders of the Class P Certificates, until the Class Principal Balance thereof has been reduced to zero; and second, to the holders of the Class R Certificates. (e) All principal distributions to the holders of the Senior Certificates on any Distribution Date will be allocated concurrently between the Group 1 Senior Certificates and the Group 2 Senior Certificates, based on their respective Class A Principal Allocation Percentages for that Distribution Date. Any payments of principal to the Group 1 Senior Certificates will first be made from payments relating to the Group 1 Mortgage Loans and any payments of principal to the Group 2 Senior Certificates will first be made from payments relating to the Group 2 Mortgage Loans. However, commencing with the Distribution Date on which the aggregate Class Principal Balance of either the Group 1 Senior Certificates or the Group 2 Senior Certificates has been reduced to zero, the remaining principal distributions distributable to the Senior Certificates on that Distribution Date and all of the principal distributions distributable to the Senior Certificates on all subsequent Distribution Dates will be distributed to the holders of the remaining Senior Certificates in accordance with the principal distribution allocations described below, until their Class Principal Balances have been reduced to zero (without regard to the Group 1 Senior Principal Allocation Amount or Group 2 Principal Allocation Amount). Distributions to the Group 1 Senior Certificates. On each Distribution Date, the Group 1 Senior Principal Allocation Amount will be distributed to the Class A-1 Certificates, until its Class Principal Balance is reduced to zero; Distributions to the Group 2 Senior Certificates. On each Distribution Date, the Group 2 Senior Principal Allocation Amount will be distributed, sequentially, to the Class A-2a, Class A-2b, Class A-2c and Class A-2d Certificates, in that order, until their respective Class Principal Balances have been reduced to zero. However, from and after the Distribution Date on which the aggregate Class Principal Balances of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates and the Class Principal Balance of the Class OC Certificates have been reduced to zero, any principal distributions allocated to the Class A-2a, Class A-2b, Class A-2c and Class A-2d Certificates are required to be distributed pro rata among those Classes, based on their Class Principal Balances, until their Class Principal Balances have been reduced to zero. (f) On each Distribution Date, the Class P Distribution Amount received during the related Prepayment Period will be distributed to the holders of the Class P Certificates.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) from the Interest Remittance Amounts for both Loan Groups, to the Supplemental Interest TrustClass I-A-1, Class I-A-2, Class II-A-1, Class II-A-1, Class II-A-3 and Class II-A-4 Certificates, the sum of related Senior Interest Payment Amount for such Distribution Date, in each case pursuant to the allocation set forth in clauses (xiv) all Net Swap Payments and (yv) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Paymentof this Section 4.02(a); (B) concurrently, (1) from the any remaining Interest Remittance Amount related to the Group I Mortgage LoansAmounts, to the Class A-1 M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Payment Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest such Class on such Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallDate; (C) from any remaining Interest Remittance Amounts, to the Class M-1 M-2 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 M-3 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 M-4 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 M-5 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 M-6 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 M-7 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 M-8 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (J) from any remaining Interest Remittance Amounts, to the Class M-8 M-9 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (K) from any remaining Interest Remittance Amounts, to the Class M-9 M-10 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass on such Distribution Date; (L) from any remaining Interest Remittance Amounts, to the Class B-1 M-11 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such Class; andClass on such Distribution Date; (M) from any remaining Interest Remittance Amounts, to the Class B-2 M-12 Certificates, the Accrued Certificate Interest Distribution Payment Amount for such Class.Class on such Distribution Date; (N) from any remaining Interest Remittance Amounts, to the Class M-13 Certificates, the Interest Payment Amount for such Class on such Distribution Date; and (O) from any remaining Interest Remittance Amounts, to the Class M-14 Certificates, the Interest Payment Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Payment Amount in the following order of priority: (a) sequentiallyconcurrently: 1. to the Group I Certificates, the Group I Principal Payment Amount, allocated among the classes of Group I Certificates as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; 2. to the Group II Certificates, the Group II Principal Payment Amount, allocated among the classes of Group II Certificates as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; and (b) sequentially to the Class M Certificates, in ascending order by numerical class designation, until their respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a1) On each Distribution Date, the Securities Administrator shall allocate withdraw from amounts the Distribution Account the Available Distribution Amount (to the extent that such amount is then on deposit in the Distribution Account in the following order of priority Account) and shall distribute such amount to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) With respect to the Supplemental portion of the Available Distribution Amount for such Distribution Date consisting of the Interest TrustRemittance Amount for such Distribution Date, on each Distribution Date, the Securities Administration shall withdraw the Interest Remittance Amount from the Available Distribution Amount on deposit in the Distribution Account for that Distribution Date, and distribute such funds to the specified Class of Certificates that have outstanding Class Principal Balances and the Derivative Account, sequentially, in the following order of priority: (i) to the Derivative Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Counterparty, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other Defaulted Swap Termination Payment owed to the Swap Counterparty, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D A-R Certificates, the related Accrued Certificate their Senior Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make such Distribution Date; (iii) concurrently, 1. from the related payments set forth clause (1) or (2) above, any remaining portion of the Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts1, to the Class M-1 1-A Certificates, the Accrued Certificate their Senior Interest Distribution Amount for such Class;Distribution Date, and 2. from the remaining portion of the Interest Remittance Amount relating to Loan Group 2, concurrently, to the Group 2 Senior Certificates their respective Senior Interest Distribution Amounts for such Distribution Date, pro rata, based on their respective Senior Interest Distribution Amounts for such Distribution Date; and (Div) concurrently, 1. from any the remaining portion of the Interest Remittance AmountsAmount relating to Loan Group 2, to the Class M-2 1-A Certificates, the Accrued Certificate their Senior Interest Distribution Amount for such Class;Distribution Date remaining unpaid after distributions pursuant to Section 5.02(a)(1)(A)(ii)(1) hereof on that Distribution Date, and 2. from the remaining portion of the Interest Remittance Amount relating to Loan Group 1, concurrently, to the Group 2 Senior Certificates their respective Senior Interest Distribution Amounts for such Distribution Date remaining unpaid after distributions pursuant to Section 5.02(a)(1)(A)(ii)(2) hereof on that Distribution Date, pro rata, based on their respective Senior Interest Distribution Amounts for such Distribution Date; and (Ev) from sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, their respective Subordinated Interest Distribution Amounts, in each case, to the extent of the Interest Remittance Amount remaining after distributions of interest to the Classes of Certificates with a higher payment priority; and (vi) any remaining Interest Remittance Amounts, Amount on any Distribution Date will be distributed pursuant to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (FSection 5.02(a)(1)(C) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Classhereof. (iii) (A) on On each Distribution Date (a) prior to the Stepdown Date or (b) with respect to on which a Trigger Event is in effect, to the holders Swap Counterparty and the Holders of the each Class or Classes of LIBOR Certificates then shall be entitled to receive payments and distributions in respect of principal as set forth below, an amount equal to from the Principal Distribution Amount Amount, sequentially, in the following order of priority: (i) to the Derivative Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Counterparty, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other Defaulted Swap Termination Payment owed to the Swap Counterparty, if any, remaining unpaid on that Distribution Date after distributions under Section 5.02(a)(1)(A)(i) for that Distribution Date; (ii) sequentially, first to the Class A-R Certificates, until its Class Principal Balance is reduced to zero, and then to the holders of the Group 1 Senior and Group 2 Senior Certificates pursuant to Section 5.03(a) hereof, until their respective Class Principal Balances are reduced to zero; (iii) sequentially, to the holders of the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until their respective Class Principal Balances are reduced to zero; and (iv) any remaining Principal Distribution Amount on any Distribution Date will be will be distributed pursuant to Section 5.02(a)(1)(C) hereof; or (i) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect for that Distribution Date, the Swap Counterparty and the Holders of each Class of Certificates shall be entitled to receive payments and distributions in respect of principal from the Principal Distribution Amount, respectively, in the following order of priority: (i) to the Derivative Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Counterparty, including, without limitation, any Senior Defaulted Swap Termination Payment, but not including any other Defaulted Swap Termination Payment owed to the Swap Counterparty, if any, remaining unpaid on that Distribution Date after distributions under Section 5.02(a)(1)(A)(i) for that Distribution Date; (ii) to the holders of the Group 1 Senior Certificates and the Group 2 Senior Certificates, in an amount up to the Senior Principal Distribution Amount, pursuant to Section 5.03(a) hereof, until their respective Class Principal Balances are reduced to zero; (iii) to the Class M-1 Certificates, in an amount up to the Class M-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (iv) to the Class M-2 Certificates, in an amount up to the Class M-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (v) to the Class M-3 Certificates, in an amount up to the Class M-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vi) to the Class M-4 Certificates, in an amount up to the Class M-4 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates, in an amount up to the Class M-5 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (viii) to the Class M-6 Certificates, in an amount up to the Class M-6 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (ix) to the Class B-1 Certificates, in an amount up to the Class B-1 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (x) to the Class B-2 Certificates, in an amount up to the Class B-2 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; (xi) to the Class B-3 Certificates, in an amount up to the Class B-3 Principal Distribution Amount, until its Class Principal Balance is reduced to zero; and (xii) any remaining Principal Distribution Amount on any Distribution Date will be distributed pursuant to Section 5.02(a)(1)(C) hereof. (C) On each Distribution Date the remaining Net Monthly Excess Cashflow, after giving effect to the distribution of the Extra Principal Distribution Amount for that Distribution Date, shall be distributed to the Swap Counterparty and the following Classes of Certificates in the following order of priority, in each case to the extent of the amounts remaining: (i) to the Class M-1 Certificates, the related Interest Carry Forward Amount; (ii) to the Class M-1 Certificates, the related Unpaid Realized Loss Amount; (iii) to the Class M-2 Certificates, the related Interest Carry Forward Amount; (iv) to the Class M-2 Certificates, the related Unpaid Realized Loss Amount; (v) to the Class M-3 Certificates, the related Interest Carry Forward Amount; (vi) to the Class M-3 Certificates, the related Unpaid Realized Loss Amount; (vii) to the Class M-4 Certificates, the related Interest Carry Forward Amount; (viii) to the Class M-4 Certificates, the related Unpaid Realized Loss Amount; (ix) to the Class M-5 Certificates, the related Interest Carry Forward Amount; (x) to the Class M-5 Certificates, the related Unpaid Realized Loss Amount; (xi) to the Class M-6 Certificates, the related Interest Carry Forward Amount; (xii) to the Class M-6 Certificates, the related Unpaid Realized Loss Amount; (xiii) to the Class B-1 Certificates, the related Interest Carry Forward Amount; (xiv) to the Class B-1 Certificates, the related Unpaid Realized Loss Amount; (xv) to the Class B-2 Certificates, the related Interest Carry Forward Amount; (xvi) to the Class B-2 Certificates, the related Unpaid Realized Loss Amount; (xvii) to the Class B-3 Certificates, the related Interest Carry Forward Amount; (xviii) to the Class B-3 Certificates, the related Unpaid Realized Loss Amount; (xix) sequentially:, first (i) concurrently, to the Group 1 Senior Certificates and the Group 2 Senior Certificates with Basis Risk Carry Forward Amounts on that Distribution Date, first pro rata, based on their respective Class Principal Balances to the extent needed to pay any Basis Risk Carry Forward Amount Carryover for each such Class and then, pro rata, based on any Basis Risk Carry Forward Amount Carryover for each such Class, in an amount up to the amount of any Basis Risk Carry Forward Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Basis Risk Carry Forward Amount for such Classes of Certificates; (xx) sequentially, first (i) concurrently, to the Group 1 Senior Certificates and the Group 2 Senior Certificates, first pro rata, based on their respective Class Principal Balances to the extent needed to pay any Unpaid Interest Shortfall Amount for each such Class and then, pro rata, based on any Unpaid Interest Shortfall Amount for each such Class, in an amount up to the amount of any Unpaid Interest Shortfall Amount remaining unpaid for such Classes of Certificates and then (ii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, in an amount up to the amount of any Unpaid Interest Shortfall Amount for such Classes of Certificates; (xxi) to the Derivative Account, the amount of any Defaulted Swap Termination Payment, other than a Senior Defaulted Swap Termination Payment, owed to the Swap Counterparty; (xxii) to the Class OC Certificates, the Class OC Distributable Amount; and (xxiii) to the holders of the Class A-R Certificates, any remaining amounts; provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest prepayment charge term or any Distribution Date thereafter, then any such remaining amounts, together with the Class P Distribution Amount, will be distributed first, to the holders of the Class P Certificates, until the Class Principal Balance thereof has been reduced to zero; and second, to the holders of the Class A-R Certificates. For the avoidance of doubt, Section 5.02(a)(1)(C) is intended to cause the Class OC Certificates to receive from amounts remaining after the application of all other clauses of Section 5.02(a)(1)(C) preceding it, an amount up to the sum of the Class OC Distributable Amount for that Distribution Date and any Class OC Distributable Amounts remaining unpaid from prior Distribution Dates and the Securities Administrator shall construe Section 5.02(a)(1)(C) as necessary so as to accomplish such result. (D) On each Distribution Date, the Class P Distribution Amount received during the related Prepayment Period will be distributed to the holders of the Class P Certificates. On the Distribution Date in September 2012 the $1,000 held in trust for the Class P Certificates will be distributed to the holders of the Class P Certificates.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amount, pro rata (based on the Group I Mortgage Loans, accrued and unpaid interest distributable under this clause (i)(A) to the Class A-1 A-1, Clxxx X-0, Xxxxx X-0 xxx Xxxxx X-0 Xxxxxxxxxxxx), xx xxx Xxxxx X-0, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates; ; (2B) from the any remaining Interest Remittance Amount related Amount, to the Group II Mortgage LoansClass M-1 Certificates, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallsuch Class; (C) from any remaining Interest Remittance AmountsAmount, to the Class M-1 M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance AmountsAmount, to the Class M-2 M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance AmountsAmount, to the Class M-3 M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance AmountsAmount, to the Class M-4 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance AmountsAmount, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.; and (iiH) from any remaining Interest Remittance Amount, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (A) on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentiallyfirst, concurrently to the Class R-1 and Class R-2 Certificates, until their respective Class Certificate Balances have been reduced to zero; (b) subject to clause (iv) of this Section 4.02(a), sequentially to the Class A-1 Certificates until their Class Certificate Balance has been reduced to zero, then to the Class A-2 and Class A-4 Certificates, pro rata, based on the Class Certificate Balance of the Class A-2 Certificates and an initial $18,910,000 Class Certificate Balance of the Class A-4 Certificates, until the Class A-2 Class Certificate Balance has been reduced to zero, and then to the Class A-3 and Class A-4 Certificates, pro rata, based on the Class Certificate Balance of the Class A-3 Certificates and the remaining portion of the Class A-4 Class Certificate Balance, until their respective Class Certificate Balances have been reduced to zero; (c) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Cxxxx X-0 xxx Xlass B-3 Certificates, in that order, until their respective Class Certificate Balances thereof are reduced to zero; (B) on each Distribution Date (a) on and after the Stepdown Date and (b) as long as a Trigger Event is not in effect, to the holders of the Class or Classes of Offered Certificates then entitled to distribution of principal, an amount equal to, the Principal Distribution Amount in the following amounts and order of priority: (a) subject to clause (iv) of this Section 4.02(a), to the Class A Certificates, the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount allocated first, to the Class A-1 Certificates, until their Class Certificate Balance has been reduced to zero, then to the Class A-2 and Class A-4 Certificates, pro rata, based on the Class Certificate Balance of the Class A-2 Certificates and an initial $18,910,000 Class Certificate Balance of the Class A-4 Certificates, until the Class A-2 Class Certificate Balance has been reduced to zero, and then to the Class A-3 and Class A-4 Certificates, pro rata, based on the Class Certificate Balance of the Class A-3 Certificates and the remaining portion of the Class A-4 Class Certificate Balance, until their respective Class Certificate Balances thereof have been reduced to zero; (b) to the Class M-1 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above and (y) the Class M-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (c) to the Class M-2 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above and (y) the Class M-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (d) to the Class M-3 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in Clause (ii)(B)(c) above and (y) the Class M-3 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (e) to the Class M-4 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class M-3 Certificates in clause (ii)(B)(d) above and (y) the Class M-4 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (f) to the Class B-1 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class M-3 Certificates in clause (ii)(B)(d) above, to the Class M-4 Certificates in clause (ii)(B)(e) above and (y) the Class B-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; (g) to the Class B-2 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class M-3 Certificates in clause (ii)(B)(d) above, to the Class M-4 Certificates in clause (ii)(B)(e) above, to the Class B-1 Certificates in clause (ii)(B)(f) above and (y) the Class B-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and (h) to the Class B-3 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Class A Certificates in clause (ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class M-3 Certificates in clause (ii)(B)(d) above, to the Class M-4 Certificates in clause (ii)(B)(e) above, to the Class B-1 Certificates in clause (ii)(B)(f) above, to the Class B-2 Certificates in clause (ii)(B)(g) above and (y) the Class B-3 Principal Distribution Amount to the Class B-3 Certificates, until the Class Certificate Balance thereof has been reduced to zero; (iii) any amount remaining after the distributions in clauses (i) and (ii) above shall be distributed in the following order of priority: (A) to the holders of the Class M-1 Certificates, any Unpaid Interest Amount for such Class; (B) to the holders of the Class M-2 Certificates, any Unpaid Interest Amount for such Class; (C) to the holders of the Class M-3 Certificates, any Unpaid Interest Amount for such Class; (D) to the holders of the Class M-4 Certificates, any Unpaid Interest Amount for such Class; (E) to the holders of the Class B-1 Certificates, any Unpaid Interest Amount for such Class; (F) to the holders of the Class B-2 Certificates, any Unpaid Interest Amount for such Class; (G) to the holders of the Class B-3 Certificates, any Unpaid Interest Amount for such Class; (H) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (I) from funds on deposit in the Excess Reserve Fund Account (not including Interest Rate Corridor Payments), an amount equal to any Basis Risk Carry Forward Amount with respect to any LIBOR Certificate for such Distribution Date, first, concurrently to the Class A Certificates, pro rata, based on their respective Class Certificate Balances immediately prior to such Distribution Date, up to their respective remaining unpaid Basis Risk Carry Forward Amounts, (provided, that if for any Distribution Date, after the allocation of the remaining unpaid Basis Risk Carry Forward Amounts to the Class A Certificates, the remaining unpaid Basis Risk Carry Forward Amount for any of the Class A Certificates is reduced to zero, any amount of remaining unpaid Basis Risk Carry Forward Amounts that would have been allocated to that Class A Certificate for that Distribution Date will instead be allocated, pro rata, based on their respective remaining unpaid Basis Risk Carry Forward Amounts, to the other Class A Certificates to the extent the other Class A Certificates have any remaining unpaid Basis Risk Carry Forward Amounts) and second, sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class X-0 xxx Xxxxx X-0 Certificates, in each case up to their respective remaining unpaid Basis Risk Carry Forward Amounts; (J) from any Interest Rate Corridor Payments on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, first, concurrently to the Class A Certificates, pro rata, based on their respective Class Certificate Balances immediately prior to such Distribution Date, up to their respective unpaid remaining Basis Risk Carry Forward Amounts (provided that, if for any Distribution Date, after the allocation of the remaining unpaid Basis Risk Carry Forward Amounts to the Class A Certificates, the remaining unpaid Basis Risk Carry Forward Amounts for any of the Class A Certificates is reduced to zero, any amount of remaining unpaid Basis Risk Carry Forward Amounts that would have been allocated to that Class A Certificate for that Distribution Date will instead be allocated, pro rata, based on their respective remaining unpaid Basis Risk Carry Forward Amounts, to the other Class A Certificates to the extent the other Class A Certificates have any remaining unpaid Basis Risk Carry Forward Amounts), second, from any remaining portion of Interest Rate Corridor Payments sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class X-0 xxx Xxxxx B-3 Certificates, in each case, up to their unpaid remaining Basis Risk Carry Forward Amounts, and third, from any remaining portion of Interest Rate Corridor Payments to be paid to or at the written direction of the Depositor; (K) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.01(a)(iii)(A)-(J); and (L) to the holders of the Class R-1 and Class R-2 Certificates, pro rata, any remaining amount; (iv) Notwithstanding the foregoing, in the event that the Class Certificate Balances of the Subordinated Certificates and the Class Certificate Balances of the Class X Certificates have been reduced to zero, any Principal Distribution Amount allocated to the Class A Certificates pursuant to clause (ii) of this Section 4.01(a) is required to be allocated pro rata to the Class A Certificates based on their respective Class Certificate Balances. (v) In the event the Class Certificate Balance of any Class of Offered Certificates has been reduced to zero, that Class of Certificates shall no longer be entitled to receive any related unpaid Basis Risk Carry Forward Amounts except to the extent the Class Certificate Balance is increased as a result of any Subsequent Recovery. (b) On each Distribution Date, all amounts representing Prepayment Premiums from the Mortgage Loans received during the related Principal Prepayment Period shall be distributed by the Securities Administrator to the holders of the Class P Certificates. (c) On any Distribution Date, any Relief Act Interest Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated by the Securities Administrator pro rata, as a reduction of the Accrued Certificate Interest Distribution Amount for the LIBOR Certificates based on the amount of interest to which such Classes would otherwise be entitled on such Distribution Date.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to from the Interest Remittance Amount, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Swap Counterparty) owed to the Swap Provider other than a Defaulted Swap Termination PaymentCounterparty, including any such amounts unpaid from previous Distribution Dates; (B) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesPayment Amount; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class I-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata rata, (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(B)(2)) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Classes of such Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either any Loan Group is insufficient to make the related payments set forth clause in clauses (1) or i)(B)(1)or (2i)(B)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts Payment Amount will be available to cover that shortfall;; and (C) from any remaining Interest Remittance Amounts, sequentially, to the each Class M-1 of Class M Certificates, the Accrued Certificate Interest Distribution Amount for such Classin ascending order by numerical Class designation; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to, in the aggregate, the Principal Payment Amount in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Swap Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Swap Counterparty) owed to the Swap Counterparty to the extent unpaid pursuant to clause (i)(A) above; (b) concurrently: (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; and (2) to the Group II Certificates, the Group II Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; (B) on each Distribution Date (1) on and after the Stepdown Date and (2) as long as a Trigger Event is not in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distribution of principal, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to, in the aggregate, the Principal Payment Amount in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Swap Payment or Swap Termination Payment (other than a Swap Termination Payment caused by the Swap Counterparty) owed to the Swap Counterparty to the extent unpaid pursuant to clause (i)(A) above; (b) concurrently: (1) to the Class I-A Certificates, the Group I Senior Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero; (2) to the Group II Certificates, the Group II Senior Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, the Class M Principal Payment Amount for the related Class of Class M certificates, until their respective Class Certificate Balances are reduced to zero; (iii) any amounts remaining after the distributions in clauses (i) and (ii) above, plus, as specifically indicated below, from amounts on deposit in the Excess Reserve Fund Account, shall be distributed in the following order of priority: (A) to the Class A Certificates and the Class M Certificates, in the same order of priority set forth in clauses (ii)(A)(b), (ii)(A)(c), (ii)(B)(b) and (ii)(B)(c) above, as applicable, the amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date; (B) sequentially, to the holders of the Class M Certificates, in ascending order by numerical Class designation, first any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class; (C) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (D) from amounts on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount with respect to the LIBOR Certificates for such Distribution Date, allocated in the same order and priority as set forth in clauses (a)(i)(B) and (a)(i)(C), except that the Class A Certificates will be paid (a) first, pro rata, based on their respective Class Certificate Balances only with respect to the Class A Certificates with an outstanding Unpaid Basis Risk Carryover Amount and second, pro rata, based on any remaining unpaid Basis Risk Carryover Amounts; (E) to the Swap Counterparty, any Swap Termination Payment caused by the Swap Counterparty; (F) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A)-(E); and (G) to the holders of the Class R Certificates, any remaining amount; If on any Distribution Date, as a result of the foregoing allocation rules, any Class of Class A Certificates does not receive in full the related Interest Payment Amount or the related Interest Carry Forward Amount, if any, then such shortfall will be allocated to the Holders of such Class, with interest thereon, on future Distribution Dates, as Interest Carry Forward Amounts, subject to the priorities described above. (b) On each Distribution Date, prior to any distributions on any other Class of Certificates, all amounts representing Prepayment Charges from the Mortgage Loans received during the related Prepayment Period shall be distributed by the Securities Administrator to the holders of the Class P Certificates. (c) Any principal distributions to the holders of the Class A Certificates on any Distribution Date prior to the Stepdown Date will be allocated to the Class I-A Certificates, on the one hand, and the Group II Certificates, on the other hand, based on the Group Principal Allocation Percentage for such Certificate Groups. However, if the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero before the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date, and the amount of those principal distributions distributable on all subsequent Distribution Dates, will be distributed to the holders of the Class A Certificates in the other Certificate Group remaining outstanding, in accordance with the principal distribution allocations described in this section, until their Class Certificate Balances have been reduced to zero. Any distributions of principal to the Group I Certificates will be made first from payments relating to Group I Mortgage Loans, and any distributions of principal to the Group II Certificates will be made first from payments relating to the Group II Mortgage Loans. If the Class Certificate Balances of the Class A Certificates in either Certificate Group are reduced to zero on or after the Stepdown Date, then the remaining amount of principal distributions distributable to the Class A Certificates on that Distribution Date will be distributed in accordance with Section 4.02(a)(ii)(A)(b). Any principal distributions allocated to the Group II Certificates will be allocated sequentially to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, in that order, until the Class Certificate Balance of each such Class has been reduced to zero. However, on and after the Distribution Date on which the aggregate Class Certificate Balances of the Class M Certificates been reduced to zero, any principal distributions allocated to the Group II Certificates are required to be allocated pro rata, among the Classes of Group II Certificates, based upon their respective Class Certificate Balances. (d) On any Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated by the Securities Administrator as a reduction in the following order: (1) First, to the amount of interest payable to the Class X Certificates; and (2) Second, pro rata, as a reduction of the Interest Payment Amount for the Class A and Class M Certificates, based on the amount of interest to which such Classes would otherwise be entitled. (e) On any Distribution Date, the Securities Administrator shall distribute the Supplemental Interest Trust Amount for such date as follows: (i) to the Swap Counterparty, any Net Swap Payment owed to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date to the extent not previously paid in Sections 4.02(a)(i)(A), 4.02(a)(ii)(A) or 4.02(a)(ii)(B); (ii) to the Swap Counterparty, any Swap Termination Payment not due to a Swap Counterparty Trigger Event owned to the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date; (iii) to the Class A Certificates and the Class M Certificates, the amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date as specified in clause (a)(iii)(A) of this Section 4.02, for application pursuant to the priorities set forth in such clause, after giving effect to distributions pursuant to such clause; (iv) to the extent not paid pursuant to clause (a)(iii)(B) of this Section 4.02, sequentially:, to the each Class of Class M Certificates, in ascending order by numerical Class designation, first, any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class; (v) to the extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02, to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (vi) to the extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the Class A and Class M Certificates, any remaining unpaid Basis Risk Carryover Amount with respect to such Certificates for that Distribution Date, allocated in the same order and priority as set forth in such clause; (vii) if applicable, to the Termination Receipts Account for application to the purchase of a replacement swap agreement pursuant to Section 4.08; (viii) to the extent not paid pursuant to clause (a)(iii)(E) of this Section 4.02, to the Swap Counterparty, any Swap Termination Payment owed by the Swap Counterparty; and (ix) to the extent not paid pursuant to clause (a)(iii)(F) of this Section 4.02, to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount. With respect to each Distribution Date, the sum of all amounts distributed in priorities (e)(iii) and (e)(iv) second cannot exceed the amount of cumulative Realized Losses to such Distribution Date minus any distributions made on previous Distribution Dates pursuant to such priorities.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, if any, from Available Funds, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 A-fpt, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the any related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2Asuch Distribution Date, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient allocated pro rata based on their respective entitlements to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, Amount to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, Amount to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, Amount to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, Amount to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, Amount to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, Amount to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, Amount to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amount to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Clxxx X-0, Xxxxx B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to FSA, the FSA Premium for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (v) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (vi) from the Interest Remittance Amount for Loan Group 1, to FSA, any premium with respect to the FSA Policy remaining unpaid after giving effect to clause (iii); (vii) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (viii) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to FSA, any FSA Reimbursement Amount; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xvi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xv) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (viii) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class A-2, Class A-3, Class A-4, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Supplemental Interest TrustClass A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class R and Class R-II Certificates, pro rata, and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balances and then to (z) the Class A-1 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; provided, however, that the portion otherwise allocable to the Class A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; (ii) to FSA, any FSA Reimbursement Amounts, to the extent not otherwise paid pursuant to Section 4.02(a); (iii) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (ix) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (viii) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, the sum of (x) all Net Swap Payments the Group 1 Allocation Amount and (y) any Swap Termination Payment owed the component of the Principal Remittance Amount representing payments under the Interest Rate Cap Agreement to cover Realized Losses on the Group 1 Mortgage Loans, until the respective Class Principal Balance is reduced to zero; provided, however, that the portion otherwise allocable to the Swap Provider other than a Defaulted Swap Termination Payment;Class A-4 Certificates will be distributed to the Class A-3 Certificates until the Class Principal Balance of the Class A-3 Certificates has been reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (x) the Group I Mortgage LoansClass A-2, Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance and then to (y) the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts sum of the Group 2 Allocation Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from component of the Principal Remittance Amount representing payments under the Interest Remittance Amount related Rate Cap Agreement to cover Realized Losses on the Group II 2 Mortgage Loans, pro rata (based on until the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable respective Class Principal Balance is reduced to zero; provided, however, that the portion otherwise allocable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) A-4 Certificates will be distributed to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for A-3 Certificates until the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment Principal Balance of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available Class A-3 Certificates has been reduced to cover that shortfallzero; (Cii) from to FSA, any remaining Interest Remittance FSA Reimbursement Amounts, to the extent not other wise paid pursuant to Section 4.02(a) and Section 4.02(c); (iii) to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fvi) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mvii) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (ix) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (viii) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xvii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xvi) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vi) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class A-2, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class R and Class R-II Certificates, pro rata, and then to (y) the Class A-2 Certificates, and then to (z) the Class A-1 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; (ii) to the Supplemental Interest TrustClass M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2 Certificates, the sum of (x) all Net Swap Payments the Group 1 Allocation Amount and (y) any Swap Termination Payment owed the component of the Principal Remittance Amount representing payments under the Interest Rate Cap Agreement to cover Realized Losses on the Swap Provider other than a Defaulted Swap Termination Payment;Group 1 Mortgage Loans, until the respective Class Principal Balance is reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (x) the Group I Mortgage LoansClass A-2 Certificates, and then to (y) the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts sum of the Group 2 Allocation Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from component of the Principal Remittance Amount representing payments under the Interest Remittance Amount related Rate Cap Agreement to cover Realized Losses on the Group II 2 Mortgage Loans, pro rata (based on until the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable respective Class Principal Balance is reduced to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallzero; (Cii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Diii) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Eiv) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fv) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvi) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hvii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iviii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mix) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, the B-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2 Certificates, the Group 1 Excess Interest Amount, until the respective Class Principal Balance has been reduced to zero; and (aii) sequentially:, first to (x) the Class A-2 Certificates, and then to (y) the Class A-1 Certificates, until the respective Class Principal Balance has been reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Final Maturity Reserve Fund, the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and the Class A-IO Certificates in the following order of priority: (A) to On the Supplemental Distribution Date in December 2016 and each Distribution Date thereafter until the Final Maturity Reserve Funding Date, from the Interest TrustRemittance Amount, for deposit into the sum of (x) all Net Swap Payments and (y) Final Maturity Reserve Fund, any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Paymentrequired Final Maturity Required Deposit; (B) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest Trust Account, the amount of any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (C) from the Interest Remittance Amount related to both Loan Groups, to the Class A-IO Certificates, the related Senior Interest Payment Amount for such Class; (D) concurrently, : (1) from the remaining Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesDate; and (2) from the remaining Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(D)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(D)(1) or (2i)(D)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for amounts of such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;shortfall; and (E) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) through (i)(D) above, sequentially, to the each Class M-3 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to to, in the aggregate, the Principal Distribution Amount Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(B) of this Section 4.02; (b) concurrently, (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero and (2) to the Group II Certificates, the Group II Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as set forth in Section 4.02(c); (c) sequentially:, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Final Maturity Reserve Fund, the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to On the Supplemental Distribution Date in November 2016 and each Distribution Date thereafter until the Final Maturity Reserve Funding Date, from the Interest TrustRemittance Amount, for deposit into the sum of (x) all Net Swap Payments and (y) Final Maturity Reserve Fund, any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Paymentrequired Final Maturity Required Deposit; (B) from the Interest Remittance Amount related to both Loan Groups, for deposit into the Supplemental Interest Trust Account, the amount of any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (C) concurrently, : (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 I-A Certificates, the related Accrued Certificate Senior Interest Payment Amount for such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 CertificatesDate; and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, pro rata (rata, based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesunder this clause (i)(C)(2), the related Accrued Certificate Senior Interest Payment Amount for each such Class of Certificates on such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (3) provided, that that, if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause in clauses (1i)(C)(1) or (2i)(C)(2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the Senior Interest Payment Amount to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts Group will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, such amounts to be allocated to those Classes experiencing such shortfall on a pro rata basis in proportion to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for amounts of such Class;shortfall; and (D) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) through (i)(C) above, sequentially, to the each Class M-2 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates and the Class II-A-5 Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to to, in the aggregate, the Principal Distribution Amount Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(B) of this Section 4.02; (b) concurrently, (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until the Class Certificate Balance of the Class I-A Certificates is reduced to zero and (2) to the Group II Certificates, the Group II Principal Payment Amount, until their respective Class Certificate Balances are reduced to zero, allocated in each case among such Classes of a Certificate Group as set forth in Section 4.02(c); (c) sequentially:, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and

Priorities of Distribution. (a) On each Distribution Date, after the Securities withdrawals, reimbursements and payments made pursuant to Section 3.11(a), the Trust Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Pool I Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to Interest remittances shall be distributed as follows: (I) the Supplemental Group 1 Interest Trust and to the holders of each Class of LIBOR Certificates Remittance Amount for such Distribution Date will be distributed in the following order of prioritymanner: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loansfirst, to the Holders of the Class A-1 1-A Certificates, the related Accrued Certificate Current Interest Distribution Amounts and the Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage LoansAmount, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2Aif any, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (MB) from any remaining Interest Remittance Amountssecond, concurrently, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders Holders of the Class or Classes 2-A Certificates, on a pro rata basis based on the entitlement of LIBOR Certificates then entitled to distributions of principal as set forth beloweach such Class, an amount equal to the Principal excess if any, of (x) the amount required to be distributed pursuant to clause (II)(A) below for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group 2 Interest Remittance Amount. (II) the Group 2 Interest Remittance Amount for such Distribution Date will be distributed in the following order of prioritymanner: (aA) sequentially:first, concurrently, to the Holders of the Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 and Class 2-A-4 Certificates, on a pro rata basis based on the entitlement of each such Class, the Current Interest and the Unpaid Interest Amount, if any, for each such Class; and (B) second, to the Holders of the Class 1-A Certificates, an amount equal to the excess if any, of (x) the amount required to be distributed pursuant to clause (I)(A) above for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group 1 Interest Remittance Amount. (III) following the distributions made pursuant to clauses (I) and (II) above, the remaining Group 1 Interest Remittance Amount and Fremont 2006-B Pooling & Servicing Agreement

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed (to the extent not previously paid to the Swap Provider as a Replacement Swap Provider Payment to the Trust), other than a Defaulted Swap Termination Payment, owed to the Swap Provider with respect to that Distribution Date; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class;; and (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to from the Supplemental Interest Trust and Remittance Amounts, to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment;concurrently, (B) concurrently, (1a) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 A-1A and Class A-1B Certificates, allocated pro rata (based on their respective entitlements to those amounts); and (2b) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, A-2B and Class A-2C and Class A-2D Certificates, allocated pro rata (based on their respective entitlements to those amounts); (3) provided, that if the Interest Remittance Amount for either any Loan Group is insufficient to make the related payments set forth clause (1a) or (2b) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that such shortfall; (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LE) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and; (MF) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.; and (G) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or and (b) with respect to on which a Trigger Event is not in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:concurrently,

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A-1A, Class A-1B, Class A-2A, Class A-2B and Class A-2C Certificates, the related Accrued Certificate txx xxxxxxx Xxxxxxx Xxxxxxxxxte Interest Distribution Amounts Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MG) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (I) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1A, Class A-1B, Class A-2A, Class A-2B and Class A-2C Certificates, axxxxxxxx xx xxxxxxxxx xx Xxxtion 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates and to the Supplemental Interest Trust in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments Payment Amounts and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, concurrently, to the Class A-1 A Certificates, the related their respective Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, allocated pro rata (based on the their respective Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2AAmounts, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallrespectively); (C) from any remaining Interest Remittance Amounts, Amounts to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (D) from any remaining Interest Remittance Amounts, Amounts to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (E) from any remaining Interest Remittance Amounts, Amounts to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (F) from any remaining Interest Remittance Amounts, Amounts to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (G) from any remaining Interest Remittance Amounts, Amounts to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, Amounts to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; and; (MI) from any remaining Interest Remittance Amounts, Amounts to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; and (J) from any remaining Interest Remittance Amounts to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for that Class. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Principal Certificates and Residual Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (a)(i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentiallyconcurrently, to the Class R-1 and Class R-2 Certificates, pro rata, until their respective Class Certificate Balances have been reduced to zero; (2) to the Class A Certificates, in the following order of priority:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for both Loan Groups for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority; provided, however, that distributions made pursuant to subclause (vi) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Remittance Amount for Loan Group 2, to the Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Supplemental Interest TrustAccount, pro rata based on the sum of Interest Remittance Amount for such Loan Group, any Net Trust Swap Payment or Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Counterparty; (vii) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) all Net first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xviii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xvii) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vii) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class 1-A-1 and Class 1-A-2 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred and is continuing for that Distribution Date, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payments Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount derived from Loan Group 1 and (y) then from the Principal Remittance Amount derived from Loan Group 2, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Provider other than a Defaulted Counterparty (unless the Swap Termination PaymentCounterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates in accordance with the allocation rules set forth in (g) below, and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (w) the Group I Mortgage LoansClass R and Class R-II Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero, second (x) on the Distribution Date in May 2010, to the Class A-1 P Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-1 Certificates; Principal Balance is reduced to zero, third to (2y) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A2-A-1, Class A-2B, Class A-2C 2-A-2 and Class A-2D 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and fourth to (z) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below; (iii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-2APrincipal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class A-2BPrincipal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, until the Class A-2C and Principal Balance of such Class A-2D has been reduced to zero; (vi) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (3xiii) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the Interest Remittance as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xii) above, for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) abovewith respect to which a Trigger Event has not occurred or is not continuing for that Distribution Date, any Interest the Principal Payment Amount for such date will be paid in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (i) first from the Principal Remittance Amount relating derived from Loan Group 1 and then from the Principal Remittance Amount derived from Loan Group 2, to the other Loan Group remaining after payment of Supplemental Interest Account any unpaid Swap Termination Payment owed to the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallSwap Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (CA) from any remaining Interest the Principal Remittance AmountsAmount derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below, and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Allocation Amount and the component of the Principal Remittance Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 1 Mortgage Loans; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below, the Group 2 Allocation Amount and the component of the Principal Remittance Amount representing payments under the Swap Agreement to cover Realized Losses on the Group 2 Mortgage Loans; (iii) to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fvi) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvii) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hviii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iix) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution M-7 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Jx) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mxi) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xii) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xiii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xii) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (xiii) will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (A) until the aggregate Class Principal Balance of the LIBOR Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event has occurred and is in effectcontinuing for that Distribution Date, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount LIBOR Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below and then to (y) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, the Group 1 Excess Interest Amount; and (aii) sequentially:, first to (x) the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class 1-A-1 and Class 1-A-2 Certificates, in accordance with the allocation rules set forth in (g) below;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for both Loan Groups for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority; provided, however, that distributions made pursuant to subclause (vi) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1i) from the Interest Remittance Amount related to the for Loan Group I Mortgage Loans1 and Loan Group 2, as applicable, to the Class A-1 A-IO-S Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; aggregate Excess Servicing Fee; (2ii) from the Interest Remittance Amount related for Loan Group 2, to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesTrustee, the related Accrued Certificate Interest Trustee Fee for such Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; Date; (3iii) provided, that if from the Interest Remittance Amount for either Loan Group is insufficient 2, to make the related payments set forth clause Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (1iv) or (2) above, any from the Interest Remittance Amount relating for Loan Group 1, to the other Loan Group Trustee, any Trustee Fee remaining unpaid after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available giving effect to cover that shortfallclause (ii); (Cv) from any remaining the Interest Remittance AmountsAmount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Supplemental Interest Account, pro rata based on the Interest Remittance Amount for each Loan Group, any Net Trust Swap Payment or Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)) owed to the Swap Counterparty; (vii) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Dix) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Ex) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Fxi) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Gxii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Hxiii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Ixiv) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Jxv) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-8 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Kxvi) first, from any remaining the Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) Loan Group 2 and then from any remaining the Interest Remittance AmountsAmount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvii) first, from the Accrued Certificate Interest Distribution Remittance Amount for such Class; and (M) Loan Group 2 and then from any remaining the Interest Remittance AmountsAmount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xviii) first, from the Accrued Certificate Interest Distribution Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such ClassClass and such Distribution Date; (xix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xx) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xix) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vii) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class 1-A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (Ac) on On each Distribution Date (a1) prior to the Stepdown Date or (b2) with respect to which a Trigger Event has occurred and is in effectcontinuing for that Distribution Date, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to Trustee shall distribute the Principal Distribution Payment Amount for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (ai) first from the Principal Remittance Amount derived from Loan Group 2 and then from the Principal Remittance Amount derived from Loan Group 1, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially:, first to (x) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero and then to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (w) the Class R Certificates, until its Class Principal Balance has been reduced to zero, second (x) on the first Distribution Date after the final Prepayment Premium on any Mortgage Loan is due, to the Class P Certificates, until the Class Principal Balance is reduced to zero, third to (y) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero, and fourth to (z) the Class 1-A-1 Certificates, until the Class Principal Balance thereof is reduced to zero; (iii) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xii) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xiii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xiv) to the Class B-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (xv) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xiv) above, for such Distribution Date.

Priorities of Distribution. With respect to the Certificates: (a) On each Distribution Date, the Securities Trust Administrator shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority: (Ai) to the Supplemental Interest TrustCertificate Insurer, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to Certificate Insurer Premium due in connection with the Swap Provider other than a Defaulted Swap Termination PaymentPolicy; (Bii) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansSenior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for each such Class and such Distribution Date; (iii) to the Certificate Insurer, any unpaid Reimbursement Amount; (iv) concurrently, to the Class A-1 M-1-A and Class M-1-B Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate amounts due, Current Interest and any Carryforward Interest for each such Class and such Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesDate; (v) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-2 Certificates, the related Accrued Certificate Current Interest and any Carryforward Interest for such Class and such Distribution Amounts and Unpaid Interest Amounts for Date; (vi) to the Class A-2AM-3 Certificates, Current Interest and any Carryforward Interest for such Class A-2Band such Distribution Date; (vii) to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class A-2C and such Distribution Date; (viii) to the Class A-2D M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) to the Class M-8 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (3xii) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the as provided in Section 4.01(d), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xi) above (such amount, “Monthly Excess Interest”) for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (b) On each Distribution Date (1) prior to the Stepdown Date or (2) abovewith respect to which a Trigger Event is in effect, any Interest Remittance the Trust Administrator shall distribute the Principal Payment Amount relating for such date in the following order of priority: (i) to the other Loan Group remaining after payment of Senior Certificates, in the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available order set forth in Section 4.01(e), until their respective Class Principal Balances are reduced to cover that shortfallzero; (Cii) from to the Certificate Insurer, any remaining Interest Remittance Amounts, Certificate Insurer Premium and Reimbursement Amounts not repaid to the Certificate Insurer pursuant to Section 4.01(a) of this Agreement; (iii) to the Class M-1 M-1-A and Class M-1-B Certificates, pro rata based on their respective Class Principal Balances, until their respective Class Principal Balances have been reduced to zero; (iv) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (xi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(d), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (x) above, for such Distribution Date. (c) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event is not in effect, the Principal Payment Amount for such date will be paid in the following order of priority: (i) to the Senior Certificates, the Accrued Certificate Interest Distribution Amount for such ClassSenior Principal Payment Amount, in the order set forth in Section 4.01(e), until their respective Class Principal Balances are reduced to zero; (Dii) from to the Certificate Insurer, any remaining Interest Remittance AmountsCertificate Insurer Premium and Reimbursement Amounts not repaid to the Certificate Insurer pursuant to Section 4.01(a) of this Agreement; (iii) to the Class M-1-A and Class M-1-B Certificates, the Class M-1 Principal Payment Amount, pro rata based on their respective Class Principal Balances, until their respective Class Principal Balances have been reduced to zero; (iv) to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Class M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Class M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fvi) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Class M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvii) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Class M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hviii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Class M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iix) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Class M-7 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Jx) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Class M-8 Principal Payment Amount for such Class;Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (Kxi) from for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(d), any such Principal Payment Amount remaining Interest Remittance Amountsafter application pursuant to clauses (i) through (x) above, for such Distribution Date. (d) On each Distribution Date, the Trust Administrator shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (i) for the December 2006 Distribution Date, to the Class M-9 X Certificates, 100% of the Accrued Certificate Interest Monthly Excess Interest; (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Loan Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such Class; (L) from any remaining Interest Remittance Amountsdate, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Certificates, in the following order of priority: (a1) sequentiallyto the Senior Certificates, in the order set forth in Section 4.01(e) and giving effect to the limitations on distributions to such Classes in such section, until their respective Class Principal Balances are reduced to zero; (2) to the Class M-1-A and Class M-1-B Certificates, pro rata based on their respective Class Principal Balances, until their respective Class Principal Balances have been reduced to zero; (3) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (4) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (5) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (6) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (7) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (8) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (9) to the Class M-8 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (B) on each Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event is not in effect, to fund any principal distributions required to be made on such Distribution Date pursuant to Section 4.01(c), after giving effect to the distribution of the Principal Payment Amount for such Distribution Date, in accordance with the priorities set forth therein; (iii) to the Class M-1-A and Class M-1-B Certificates, pro rata based on amounts due, any Deferred Amount for such Classes; (iv) to the Class M-2 Certificates, any Deferred Amount for such Class; (v) to the Class M-3 Certificates, any Deferred Amount for such Class; (vi) to the Class M-4 Certificates, any Deferred Amount for such Class; (vii) to the Class M-5 Certificates, any Deferred Amount for such Class; (viii) to the Class M-6 Certificates, any Deferred Amount for such Class; (ix) to the Class M-7 Certificates, any Deferred Amount for such Class; (x) to the Class M-8 Certificates, any Deferred Amount for such Class; (xi) to the Basis Risk Reserve Fund, the Required Basis Risk Reserve Fund Deposit, and from the Basis Risk Reserve Fund sequentially as follows: (1) to the Senior Certificates, pro rata based on amounts due, any applicable Basis Risk Shortfall for such Class; (2) to the Class M-1-A and Class M-1-B Certificates, pro rata based on amounts due, any Basis Risk Shortfall for such Classes; (3) to the Class M-2 Certificates, any applicable Basis Risk Shortfall for such Class; (4) to the Class M-3 Certificates, any applicable Basis Risk Shortfall for such Class; (5) to the Class M-4 Certificates, any applicable Basis Risk Shortfall for such Class; (6) to the Class M-5 Certificates, any applicable Basis Risk Shortfall for such Class; (7) to the Class M-6 Certificates, any applicable Basis Risk Shortfall for such Class; (8) to the Class M-7 Certificates, any applicable Basis Risk Shortfall for such Class; and (9) to the Class M-8 Certificates, any applicable Basis Risk Shortfall for such Class. (xii) to the Class X Certificates, the Class X Distributable Amount for such Distribution Date together with amounts withdrawn from the Basis Risk Reserve Fund for distribution to the Class X Certificates pursuant to Sections 4.07(b), (c), (d) and from the Interest Rate Cap Accounts pursuant to Sections 4.08(b) and (g); and (xiii) to the Class AR Certificates, any remaining amount, provided, however, that any amount that would be distributable pursuant to this priority (xiii) shall not be paid with respect to the Class AR Certificate but shall be paid instead with respect to the Class X Certificates pursuant to a contract that exists under this Agreement between the Class AR Certificateholders and the Class X Certificateholders. On any Distribution Date, distributions pursuant to Section 4.01(d)(xi)(1) through (9) above, will be made after giving effect to withdrawals from the Interest Rate Cap Accounts to pay Basis Risk Shortfalls on such Distribution Date pursuant to Section 4.08(e). (e) On each Distribution Date, the Principal Payment Amount, the Senior Principal Payment Amount or the Monthly Excess Cashflow, as applicable, will be distributed to the Senior Certificates as follow: (i) to the Class AR Certificates, until its Class Principal Balance is reduced to zero; (ii) to the Class A-6-A and Class A-6-B Certificates, pro rata based on their respective Class Principal Balances, the Class A-6 Lockout Distribution Amount, until their respective Class Principal Balances are reduced to zero; (iii) to the Class A-1-A, Class A-1-B, Class A-1-C and Class A-1-D Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero; (iv) to the Class A-2-A and Class A-2-B Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero; (v) to the Class A-3 Certificates, until its Class Principal Balance is reduced to zero; (vi) to the Class A-4 Certificates, until its Class Principal Balance is reduced to zero; (vii) to the Class A-5 Certificates, until its Class Principal Balance is reduced to zero;; and (viii) to the Class A-6-A and Class A-6-B Certificates, pro rata based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero; Notwithstanding the foregoing, in the event that the aggregate Class Principal Balance of all Subordinate Certificates (other than the Class X Certificates) and the Overcollateralization Amount have been reduced to zero, principal distributions to the Senior Certificates will be distributed pro rata based on their respective Class Principal Balances; provided, however, that the pro rata allocations to the (i) Class A-1-C Certificates will be distributed to the Class A-1-A, Class A-1-B and Class A-1-D Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero and then to the Class A-1-C Certificates, until its Class Principal Balance is reduced to zero, and (ii) Class A-6-B Certificates will be distributed to the Class A-2-A and Class A-6-A Certificates, pro rata, based on their respective Class Principal Balances, until their respective Class Principal Balances are reduced to zero and then to the Class A-6-B Certificates, until its Class Principal Balance is reduced to zero. (f) On the Closing Date, the Trust Administrator shall establish an account (the “Class P Reserve Fund”), which shall be an Eligible Account. The Class P Reserve Fund shall be entitled “Class P Reserve Fund, Xxxxx Fargo Bank, N.A, as Trust Administrator on behalf of U.S. Bank National Association, as Trustee for the benefit of the Holders of the CSAB 2006-4 Class P Certificates.” On the Closing Date the Depositor will deposit $200 into the Class P Reserve Fund. On each Distribution Date, the Trust Administrator, shall distribute the aggregate of all Assigned Prepayment Premiums for the Mortgage Loans collected or paid by the Servicers and received by the Trust Administrator with respect to the preceding Prepayment Period to the Class P Certificates. Beginning with the first Distribution Date immediately following the expiration of the latest prepayment penalty term with respect to the Mortgage Loans and in no event later than the Distribution Date in November 2011, to the extent of available funds, on such date, the Class P Certificates shall be entitled to its outstanding Class Principal Amount from amounts on deposit in the Class P Reserve Fund. All funds in the Class P Reserve Fund shall remain uninvested. (g) Payments to the Certificate Insurer shall be made by wire transfer of immediately available funds to the following account, unless the Certificate Insurer notifies the Trust Administrator in writing of a change in such wire transfer instructions: Financial Security Assurance Inc., Account Number 8900297263, Bank: The Bank of New York, ABA Number 000000000, Re: CSAB Mortgage-Backed Trust Series 2006-4, CSAB Mortgage-Backed Pass-Through Certificates Series 2006-4, Policy No. 51781-N. (h) Each Holder of an Insured Certificate, by its acceptance of such Insured Certificate, hereby agrees that, in the event any distribution is made to any Holder of such Insured Certificate from amounts paid under the Policy, (i) the Certificate Insurer shall be subrogated in a manner herein provided to the rights of the Holder of such Insured Certificate to receive, from amounts on deposit in the Certificate Account, the distributions allocable to principal and interest that would have been distributable to such Holder if no distribution had been made under the Policy; and (ii) in addition to the rights of the Holders of the Insured Certificates that the Certificate Insurer may exercise in accordance with the provisions of Section 12.01, the Certificate Insurer may exercise any option, vote, right or power with respect to each Insured Certificate for which amounts paid under the Policy (plus interest at the Late Payment Rate thereon from the date such payment was made) are outstanding.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate Trustee will make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates and Class A-2 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any related Unpaid Interest Amounts Amount for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, in each case pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (GF) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (LG) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MH) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (I) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the related Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A-1 and Class A-2 Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Xxxxx X-0, Xlass B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining plus any Senior Defaulted Swap Termination Payment received from a replacement swap provider and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii) any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 A-fpt, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, Amount to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, Amount to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, Amount to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, Amount to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, Amount to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, Amount to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, Amount to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amount to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate pay the Premium Amount for such Distribution Date to the Class A-1 Certificate Insurer from the amounts on deposit in the Distribution Account, pay the Retained Yield to the Depositor or its designee, and then make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) from the portion of Available Funds attributable to the Supplemental Interest Trust and interest, to the holders of each Class of LIBOR Certificates and the Class A-1 Certificate Insurer in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for the Class A-1 Certificates; such Distribution Date; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D CertificatesB) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued A-1 Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) aboveInsurer, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallReimbursement Amount; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; and (ME) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (ii) (A) on each Distribution Date (a) prior to before the related Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Principal Certificates then entitled to distributions of principal and the Class A-1 Certificate Insurer as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) to the Class A-1 Certificates, until the Class Certificate Balance thereof is reduced to zero; and (b) to the Class A-1 Certificate Insurer, the amount of any remaining Reimbursement Amount; (c) sequentially:, to the Class M-1, Class B-1 and Class B-2 Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xvii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xvi) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vi) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class A-1 and Class A-2 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class A-3, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments the Class A-1 and Class A-2 Certificates in accordance with the allocation rules set forth in (g) below, and then to (y) any Swap Termination Payment owed the Class A-3 Certificates, until the Class Principal Balance of such Class has been reduced to the Swap Provider other than a Defaulted Swap Termination Payment;zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (x) the Group I Mortgage LoansClass R and Class R-II Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero and then to (y) the Class A-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero, and then to (z) the Class A-1 and Class A-2 Certificates, in accordance with the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; allocation rules set forth in (2g) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata below; (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D M-1 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for until the Class A-2APrincipal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Class A-2BPrincipal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, until the Class A-2C and Principal Balance of such Class A-2D has been reduced to zero; (v) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class M-7 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (3xii) providedfor application as part of Monthly Excess Cashflow for such Distribution Date, that if the Interest Remittance as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for either Loan Group is insufficient to make the related payments set forth clause such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) abovewith respect to which a Trigger Event has not occurred, any Interest the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount relating to the other derived from Loan Group remaining after payment 1, sequentially, first to (x) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below, and then to (y) the Class A-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero, the related Accrued Certificate Interest Distribution Amounts Group 1 Allocation Amount; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class A-3 Certificates, , until the Class Principal Balance of such Class has been reduced to zero, and Unpaid Interest Amounts will be available then to cover that shortfall(y) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below, the Group 2 Allocation Amount; (Cii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Diii) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Eiv) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fv) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvi) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hvii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iviii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution M-7 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Jix) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mx) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority:: (aa) (ai) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below and then to (y) the Class A-3 Certificates, until the respective Class Principal Balance of such Class has been reduced to zero, the Group 1 Excess Interest Amount; and (ii) sequentially:, first to (x) the Class A-3 Certificates, until the respective Class Principal Balance of such Class is reduced to zero, and then to (y) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class X-0, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining plus any Senior Defaulted Swap Termination Payment received from a replacement swap provider and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider, including, without limitation, the lesser of (i) any Replacement Swap Provider Payment and (ii)any Senior Defaulted Swap Termination Payment, but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to Amounts for both the Group I Mortgage LoansLoan Groups, to the Class A-1 A Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date, pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-0, Xxxxx X-0, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment;concurrently: (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 1A1 and Class 1A2 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 1A1 and Class 1A2 Certificates; , allocated in accordance with clauses (iv) and (v) of this Section 4.02(a), and (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A2A1, Class A-2B, Class A-2C 2A2 and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D 2A3 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2Athose classes, Class A-2B, Class A-2C allocated in accordance with clauses (iv) and Class A-2D Certificates(v) of this Section 4.02(a); (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that such shortfall; (CB) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (DC) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (ED) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (FE) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (GF) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (HG) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Principal Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; (b) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Xxxxx X-0, Xxass B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to from the Supplemental Interest Trust and Remittance Amount, to the holders of each Class of LIBOR Certificates in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2 and Class A-3 Certificates, the related Accrued Certificate Interest Distribution Amounts Amount and any Unpaid Interest Amounts for Amounts, allocated pro rata based on their respective entitlements to those amounts; (B) from any remaining Interest Remittance Amount, to the Class A-1 M-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallsuch Class; (C) from any remaining Interest Remittance AmountsAmount, to the Class M-1 M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (D) from any remaining Interest Remittance AmountsAmount, to the Class M-2 M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (E) from any remaining Interest Remittance AmountsAmount, to the Class M-3 B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance AmountsAmount, to the Class M-4 B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance AmountsAmount, to the Class M-5 B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class ; and (H) from any remaining Interest Remittance Amount, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a) sequentially:to the Class A Certificates, allocated as described in Section 4.02(c), until the respective Class Certificate Balances thereof are reduced to zero; (b) sequentially to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances thereof are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 1, to FSA, the FSA Premium for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (v) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (vi) from the Interest Remittance Amount for Loan Group 2, to FSA, any premium with respect to the FSA Policy remaining unpaid after giving effect to clause (iii); (vii) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iv); (viii) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (ix) first, from the Interest Remittance Amount for Loan Group 1 and then from the Interest Remittance Amount for Loan Group 2, to FSA, any FSA Reimbursement Amount; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xvi) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xv) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (viii) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class A-1 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class A-2, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Class of LIBOR Certificates Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; and (B) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class R Certificates, and then to (y) the Class A-2 Certificates, and then to (z) the Class A-1 Certificates, until the respective Class Principal Balance of such classes has been reduced to zero; (ii) to FSA, any FSA Reimbursement Amounts, to the Supplemental Interest Trustextent not otherwise paid pursuant to Section 4.02(a); (iii) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (ix) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (viii) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 Certificates and then to (y) the Class A-2 Certificates, the sum of (x) all Net Swap Payments the Group 1 Allocation Amount and (y) any Swap Termination Payment owed the component of the Principal Remittance Amount representing payments under the Interest Rate Cap Agreement to cover Realized Losses on the Swap Provider other than a Defaulted Swap Termination Payment;Group 1 Mortgage Loans, until the respective Class Principal Balance is reduced to zero; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (x) the Group I Mortgage LoansClass A-2 Certificates, and then to (y) the Class A-1 Certificates, the related Accrued Certificate Interest Distribution Amounts sum of the Group 2 Allocation Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from component of the Principal Remittance Amount representing payments under the Interest Remittance Amount related Rate Cap Agreement to cover Realized Losses on the Group II 2 Mortgage Loans, pro rata (based on until the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable respective Class Principal Balance is reduced to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallzero; (Cii) from to FSA, any remaining Interest Remittance FSA Reimbursement Amounts, to the extent not other wise paid pursuant to Section 4.02(a) and Section 4.02(c); (iii) to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Div) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Ev) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fvi) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mvii) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (ix) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (viii) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority: (a) sequentially:

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator shall allocate make the disbursements and transfers from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Principal Certificates and to the Supplemental Interest Trust in the following order of priority: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination PaymentPayment owed to the Swap Provider, if any; (B) concurrently, , (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 1A1 and Class 1A2 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 1A1 and Class 1A2 Certificates; , allocated in accordance with clauses (iv) and (v) of this Section 4.01(a); (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A2A1, Class A-2B2A2, Class A-2C 2A3 and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D 2A4 Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A2A1, Class A-2B2A2, Class A-2C 2A3 and Class A-2D 2A4 Certificates, allocated in accordance with clauses (iv) and (v) of this Section 4.01(a); (3) and provided, that if the Interest Remittance Amount for either any Loan Group is insufficient to make the related payments set forth in clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group Groups remaining after payment of making the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts payments set forth in clause (1) or (2) above will be available to cover that shortfall; (C) from any remaining Interest Remittance Amounts, Amounts to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (D) from any remaining Interest Remittance Amounts, Amounts to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (E) from any remaining Interest Remittance Amounts, Amounts to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (F) from any remaining Interest Remittance Amounts, Amounts to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (G) from any remaining Interest Remittance Amounts, Amounts to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (H) from any remaining Interest Remittance Amounts, Amounts to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, Amounts to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; and; (MJ) from any remaining Interest Remittance Amounts, Amounts to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such that Class; and (K) from any remaining Interest Remittance Amounts to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for that Class. (ii) (A) on each Distribution Date (ax) prior to the Stepdown Date or (by) with respect to which a Trigger Event is in effect, to the holders of the Class or Classes of LIBOR Principal Certificates and Residual Certificates then entitled to distributions of principal as set forth belowprincipal, from Available Funds remaining after making distributions pursuant to clause (a)(i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) concurrently, to the Class R-1 and Class R-2 Certificates, pro rata, from payments related to the Group II Mortgage Loans, until their respective Class Certificate Balances have been reduced to zero; (2) to the Class A Certificates, allocated as described in Section 4.01(d), until their respective Class Certificate Balances have been reduced to zero; and (3) sequentially:, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Clxxx X-0, Xxxxx B-1, Class B-2 and Class B-3 Certificates, in that order, until their respective Class Certificate Balances have been reduced to zero;

Priorities of Distribution. (a) On each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date), the Securities Administrator shall allocate will make the disbursements and transfers from amounts then on deposit in the Distribution Account and from amounts that are available for payment to the Swap Counterparty, and shall allocate such amounts to the interests issued in respect of each REMIC created pursuant to this Agreement and shall distribute such amounts in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationremaining: (i) to the Supplemental Interest Trust and to the holders of the Class A-IO Certificates and each Class of LIBOR Certificates in the following order of priority: (A) to from the Interest Remittance Amount, for deposit into the Supplemental Interest TrustTrust Account, the sum amount of (x) all any Net Swap Payments and (y) any Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Swap Provider other than a Defaulted Swap Termination PaymentDerivative Counterparty, including any such amounts remaining unpaid from previous Distribution Dates; (B) concurrently, (1) from the Interest Interest-Remittance Amount related to the Group I Mortgage LoansAmount, to the Class A-1 A-IO Certificates, the related Accrued Certificate Senior Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Payment Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallsuch Class; (C) from any remaining the Interest Remittance AmountsAmount, to the Class M-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, the Accrued Certificate related Senior Interest Distribution Payment Amount for each such Class;Class of Certificates on such Distribution Date; and (D) from any remaining Interest Remittance AmountsAmount after taking into account the distributions made under clauses (i)(A) through (i)(C) above, sequentially, to the each Class M-2 of Class M Certificates, in ascending order by numerical Class designation, the Accrued Certificate Interest Distribution Payment Amount for such ClassClass and such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class. (ii) (A) on each Distribution Date (aor, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) prior to (1) before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates and the Class A-5 Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (i)(A) above; (b) to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, the Principal Payment Amount, allocated among such Classes as set forth in Section 4.02(c), until their respective Class Certificate Balances are reduced to zero; (c) sequentially, to each Class of Class M Certificates, in ascending order by numerical Class designation, until their respective Class Certificate Balances are reduced to zero; and (B) on each Distribution Date (or, in the case of deposits into the Supplemental Interest Trust, on the Derivative Payment Date) (1) on and after the Stepdown Date and (2) as long as a Trigger Event is not in effect, to the Supplemental Interest Trust and to the holders of the Class or Classes of LIBOR Certificates and the Class A-5 Certificates then entitled to distributions of principal, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to paragraph (a)(i) of this Section 4.02 above, an amount equal to, in the aggregate, the Principal Payment Amount, in the following amounts and order of priority: (a) for deposit into the Supplemental Interest Trust Account, any Net Derivative Payment or Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty to the extent unpaid pursuant to clause (a)(i)(A) of this Section 4.02; (b) to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates, the Senior Principal Payment Amount, allocated as described in Section 4.02(c), until their respective Certificate Principal Balances are reduced to zero; and (c) sequentially, to each Class of Class M Certificates, in the order set forth in the definition of Class M Principal Payment Amount, the Class M Principal Payment Amount for the related Class of Class M certificates, until their respective Class Certificate Balances are reduced to zero; (iii) any amounts remaining after the distributions in paragraphs (i) and (ii) of this Section 4.02(a), plus, as specifically indicated below, from amounts on deposit in the Excess Reserve Fund Account, shall be distributed in the following order of priority: (aA) to the Class A-IO Certificates, any Senior Interest Payment Amount not paid pursuant to clause (a)(i)(B) of this Section 4.02; (B) to the Class A Certificates (other than the Class A-IO and Class A-5 Certificates), any Senior Interest Payment Amount not paid pursuant to clause (a)(i)(C) of this Section 4.02 allocated pro rata in proportion to the amount of such shortfalls; (C) sequentially, to the holders of the Class M Certificates, in ascending order by numerical Class designation, first, any Interest Payment Amount for that Class not paid for such Distribution Date pursuant to clause (a)(i)(D) of this Section 4.02, second, any Interest Carry Forward Amount for that Class, and third, any Unpaid Realized Loss Amount for that Class; (D) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (E) from amounts on deposit in the Excess Reserve Fund Account with respect to such Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount with respect to the LIBOR Certificates and Class A-IO Certificates for such Distribution Date, allocated in the same order and priority as set forth in clauses (a)(i)(B), (a)(i)(C) and (a)(i)(D) of this Section 4.02; (F) to the Credit Risk Manger, the Credit Risk Manager Fee; (G) to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; (H) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A) through (F); and (I) to the holders of the Class R Certificates, any remaining amount; If on any Distribution Date, as a result of the foregoing allocation rules, any Class of Class A Certificates does not receive in full the related Senior Interest Payment Amount or the related Interest Carry Forward Amount, if any, then such shortfall will be allocated to the Holders of such Class, with interest thereon, on future Distribution Dates, as Interest Carry Forward Amounts, subject to the priorities described above. (b) On each Distribution Date, prior to any distributions on any other Class of Certificates, all amounts representing Prepayment Charges from the Mortgage Loans received during the related Prepayment Period shall be distributed by the Securities Administrator to the holders of the Class P Certificates. (c) Any principal distributions allocated to the Class A Certificates will be allocated as follows: (i) to the Class A-1 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (ii) to the Class A-2 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (iii) to the Class A-3 Certificates, until the Class Certificate Balance of such Class has been reduced to $59,604,000; (iv) to the Class A-5 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; (v) to the Class A-3 Certificates, until the Class Certificate Balance of such Class has been reduced to zero; and (vi) to the Class A-4 Certificates, until the Class Certificate Balance of such Class has been reduced to zero. However, on and after the Distribution Date on which the aggregate Class Certificate Balances of the Class M Certificates been reduced to zero, any principal distributions allocated to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates are required to be allocated pro rata, among such Classes of Certificates, based upon their respective Class Certificate Balances. (d) On any Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated by the Securities Administrator as a reduction in the following order: (1) First, to the amount of interest payable to the Class X Certificates; and (2) Second, pro rata, as a reduction of the Interest Payment Amount for the Class A and Class M Certificates, based on the amount of interest to which such Classes would otherwise be entitled. (e) On any Distribution Date (or any Derivative Payment Date, as applicable), the Securities Administrator shall distribute any Swap Amount and Cap Amount for such date as follows: (i) to the Derivative Counterparty, any Net Derivative Payment owed to the Derivative Counterparty pursuant to the Swap Agreement for such Derivative Payment Date to the extent not previously paid in Sections 4.02(a)(i)(A), 4.02(a)(ii)(A) or 4.02(a)(ii)(B); (ii) to the Swap Counterparty, any Swap Termination Payment not resulting from a Swap Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement for such Derivative Payment Date; (iii) to the extent not paid and in the order of priority provided in clauses (a)(i)(B), (a)(i)(C) and (a)(i)(D) of this Section 4.02, to the Class A Certificates (other than the Class A-5 Certificates) any Senior Interest Payment Amounts, and to the Class M Certificates, in ascending order by numerical class designation, any Interest Payment Amounts; (iv) to the Class A Certificates (other than the Class A-IO Certificates) and the Class M Certificates in the order of priority set forth in clauses (a)(ii)(A)(b), (a)(ii)(A)(c), (a)(ii)(B)(b) and (a)(ii)(B)(c) of this Section 4.02, an amount necessary to maintain the Overcollateralization Target Amount for such Distribution Date after giving effect to distributions pursuant to such clauses; (v) to the extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02, sequentially, to the each Class of Class M Certificates, in ascending order by numerical Class designation, first, any Interest Carry Forward Amount for that Class, and second, any Unpaid Realized Loss Amount for that Class; (vi) to the extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date; (vii) to the extent not paid pursuant to clause (a)(iii)(E) of this Section 4.02, to the LIBOR Certificates and the Class A-IO Certificates, any remaining unpaid Basis Risk Carryover Amount with respect to such Certificates for that Distribution Date, allocated in the same order and priority as set forth in such clause; (viii) if applicable, to the Swap Termination Receipts Account or Cap Termination Receipts Account for application to the purchase of a replacement swap agreement or replacement cap agreement pursuant to Section 4.08; (ix) to the extent not paid pursuant to clause (a)(iii)(F) of this Section 4.02,to the Credit Risk Manger, the Credit Risk Manager Fee; (x) to the extent not paid pursuant to clause (a)(iii)(G) of this Section 4.02, to the Swap Counterparty, any Swap Termination Payment resulting from a Swap Counterparty Trigger Event; and (xi) to the extent not paid pursuant to clause (a)(iii)(H) of this Section 4.02, to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount. With respect to each Distribution Date, the sum of all amounts distributed in priorities (e)(iv) and (e)(v) second of this Section 4.02(e) cannot exceed the amount of cumulative Realized Losses incurred up to such Distribution Date minus any distributions made on previous Distribution Dates pursuant to such priorities.

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account Interest Remittance Amount for both Loan Groups for such date in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocationpriority: (i) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, as applicable, to the Supplemental Class A-IO-S Certificates, the aggregate Excess Servicing Fee; (ii) from the Interest Trust and Remittance Amount for Loan Group 2, to the holders Trustee, the Trustee Fee for such Distribution Date; (iii) from the Interest Remittance Amount for Loan Group 2, to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date; (iv) from the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee Fee remaining unpaid after giving effect to clause (ii); (v) from the Interest Remittance Amount for Loan Group 1, to the Credit Risk Manager, any Credit Risk Manager Fee remaining unpaid after giving effect to clause (iii); (vi) from the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior Certificates (other than the Class A-IO-S Certificates), pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (vii) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (viii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (ix) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (x) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiii) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-1 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xiv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-2 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xv) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-3 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; (xvi) first, from the Interest Remittance Amount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class B-4 Certificates, Current Interest and any Carryforward Interest for such Class and such Distribution Date; and (xvii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Interest Remittance Amount remaining after application pursuant to clauses (i) through (xvi) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (vi) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class A-1 and Class A-2 Certificates will reduce the Interest Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such distribution; and (ii) amounts distributed to the Class R, Class R-II, Class A-3 and Class A-4, Class A-IO-1 and Class A-IO-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (c) On each Distribution Date (1) prior to the Stepdown Date or (2) with respect to which a Trigger Event has occurred, the Trustee shall distribute the Principal Payment Amount for such date in the following order of priority: (i) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Class A-1 and Class A-2 Certificates in accordance with the allocation rules set forth in (g) below, and then to (y) the Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of LIBOR Certificates such classes has been reduced to zero; and (A) from the Principal Remittance Amount derived from Loan Group 2, sequentially, first to (x) the Class R and Class R-II Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero and then to (y) the Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero, and then to (z) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below; (ii) to the Class M-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iii) to the Class M-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (iv) to the Class M-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (v) to the Class M-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vi) to the Class M-5 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (vii) to the Class M-6 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (viii) to the Class B-1 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (ix) to the Class B-2 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (d) On each Distribution Date (1) on or after the Stepdown Date and (2) with respect to which a Trigger Event has not occurred, the Principal Payment Amount for such date will be paid in the following order of priority: (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially, first to (x) the Supplemental Interest TrustClass A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below, and then to (y) the Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Class has been reduced to zero, the sum of (x) all Net Swap Payments the Group 1 Allocation Amount and (y) any Swap Termination Payment owed the component of the Principal Remittance Amount representing payments under the Interest Rate Cap Agreement to cover Realized Losses on the Swap Provider other than a Defaulted Swap Termination Payment;Group 1 Mortgage Loans; and (B) concurrently, (1) from the Interest Principal Remittance Amount related derived from Loan Group 2, sequentially, first to (x) the Group I Mortgage LoansClass A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Class has been reduced to zero, and then to (y) the Class A-1 and Class A-2 Certificates, in accordance with the related Accrued Certificate Interest Distribution Amounts allocation rules set forth in (g) below, the Group 2 Allocation Amount and Unpaid Interest Amounts for the Class A-1 Certificates; (2) from component of the Principal Remittance Amount representing payments under the Interest Remittance Amount related Rate Cap Agreement to cover Realized Losses on the Group II 2 Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfall; (Cii) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution M-1 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Diii) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution M-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Eiv) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution M-3 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Fv) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution M-4 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Gvi) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution M-5 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Hvii) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution M-6 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Iviii) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution B-1 Principal Payment Amount for such Class; andDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (Mix) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution B-2 Principal Payment Amount for such ClassDistribution Date, until the Class Principal Balance of such Class has been reduced to zero; (x) to the Class B-3 Certificates, the B-3 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; (xi) to the Class B-4 Certificates, the B-4 Principal Payment Amount for such Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and (xii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.02(e), any such Principal Payment Amount remaining after application pursuant to clauses (i) through (xi) above, for such Distribution Date. (iie) On each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow for such date in the following order of priority: (A) beginning on the Overcollateralization Commencement Date, until the aggregate Class Principal Balance of the Offered Certificates equals the Aggregate Collateral Balance for such Distribution Date minus the Targeted Overcollateralization Amount for such date, on each Distribution Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effecthas occurred, to the holders extent of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth belowMonthly Excess Interest for such Distribution Date, an amount equal to the Principal Distribution Amount Offered Certificates, in the following order of priority:: (aa) (i) to the extent of the Monthly Excess Interest derived from Loan Group 1, sequentially, first to (x) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below and then to (y) the Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes has been reduced to zero, the Group 1 Excess Interest Amount; and (aii) sequentially:, first to (x) the Class A-3 and Class A-4 Certificates, pro rata based on Class Principal Balance, until the respective Class Principal Balance of such Classes is reduced to zero, and then to (y) the Class A-1 and Class A-2 Certificates, in accordance with the allocation rules set forth in (g) below;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage Loans, to the Class A-1 A-1, Class A-2, Class A-3 and Class A-4 Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related to the Group II Mortgage Loanssuch Distribution Date, allocated pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable their respective entitlements to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments set forth clause (1) or (2) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthose amounts; (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; and (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Section 4.02(b), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Clxxx X-0, Xxxxx B-1, Class B-2 and Class B-3 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in the Distribution Account in the following order of priority and to the extent of the Available Funds (including for this purpose any Senior Defaulted Swap Termination Payment to the extent received from a replacement swap provider) remaining and, on such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Offered Certificates and to the Swap Account in the following order of priority: (A) to the Supplemental Interest TrustSwap Account, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider Provider, including, without limitation, any Senior Defaulted Swap Termination Payment but not including any other than a Defaulted Swap Termination Payment; (B) concurrently, (1) from the Interest Remittance Amount related to the Group I Mortgage LoansAmounts for both Loan Groups, to the Class A-1 A-1, Class A-2fpt, Class A-2a, Class A-2b, Class A-2c and Class A-2d Certificates, the related Accrued Certificate Interest Distribution Amounts and any related Unpaid Interest Amounts for the Class A-1 Certificates; (2) from the Interest Remittance Amount related such Distribution Date pursuant to the Group II Mortgage Loans, pro rata (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if the Interest Remittance Amount for either Loan Group is insufficient to make the related payments allocation set forth clause in clauses (1iv) or and (2v) above, any Interest Remittance Amount relating to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallthis Section 4.02(a); (C) from any remaining Interest Remittance Amounts, to the Class M-1 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (D) from any remaining Interest Remittance Amounts, to the Class M-2 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (E) from any remaining Interest Remittance Amounts, to the Class M-3 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (F) from any remaining Interest Remittance Amounts, to the Class M-4 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (G) from any remaining Interest Remittance Amounts, to the Class M-5 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (H) from any remaining Interest Remittance Amounts, to the Class M-6 Certificates, the Accrued Certificate Interest Distribution Amount for such ClassClass on such Distribution Date; (I) from any remaining Interest Remittance Amounts, to the Class M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; andClass on such Distribution Date; (MJ) from any remaining Interest Remittance Amounts, to the Class B-2 Certificates, the Accrued Certificate Interest Distribution Amount for such Class.Class on such Distribution Date; (K) from any remaining Interest Remittance Amounts, to the Class B-3 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; and (L) from any remaining Interest Remittance Amounts, to the Class B-4 Certificates, the Accrued Certificate Interest Distribution Amount for such Class on such Distribution Date; (ii) (A) on A)on each Distribution Date (a1) prior to before the Stepdown Date or (b2) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of LIBOR Offered Certificates then entitled to distributions of principal as set forth below, from amounts remaining on deposit in the Distribution Account after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority: (a1) sequentially:to the Class A Certificates, allocated as described in Sections 4.02(c) and (d), until the respective Class Certificate Balances thereof are reduced to zero; and (2) sequentially to the Class M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, until the respective Class Certificate Balances are reduced to zero;

Priorities of Distribution. (a) On each Distribution Date, the Securities Administrator Trustee shall allocate from amounts then on deposit in distribute the Distribution Account in the following order of priority and to the extent of the Available Funds remaining and, on Interest Remittance Amount for both Loan Groups for such Distribution Date, shall make distributions on the Certificates in accordance with such allocation: (i) to the Supplemental Interest Trust and to the holders of each Class of LIBOR Certificates date in the following order of priority; provided, however, that distributions made pursuant to subclause (iii) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (A) to the Supplemental Interest Trust, the sum of (x) all Net Swap Payments and (y) any Swap Termination Payment owed to the Swap Provider other than a Defaulted Swap Termination Payment; (B) concurrently, (1i) from the Interest Remittance Amount related to the for Loan Group I Mortgage Loans2, to the Class A-1 CertificatesTrustee, the related Accrued Certificate Interest Trustee Fee for such Distribution Amounts and Unpaid Interest Amounts for the Class A-1 Certificates; Date; (2ii) from the Interest Remittance Amount related for Loan Group 1, to the Group II Mortgage LoansTrustee, pro rata any Trustee Fee remaining unpaid after giving effect to clause (based on the Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts distributable to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificatesi); (iii) to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates; (3) provided, that if from the Interest Remittance Amount for either Loan Group is insufficient 1 and Loan Group 2, to make the related payments set forth clause (1) or (2) aboveSupplemental Interest Account, any pro rata based on the Interest Remittance Amount relating for each Loan Group, any Net Swap Payment and Swap Termination Payment (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)) owed to the other Loan Group remaining after payment of the related Accrued Certificate Interest Distribution Amounts and Unpaid Interest Amounts will be available to cover that shortfallSwap Counterparty; (Civ) from any remaining the Interest Remittance AmountsAmount for Loan Group 1 and Loan Group 2, to the Senior Certificates, pro rata based on amounts due, Current Interest and any Carryforward Interest for such Class and such Distribution Date, applied in accordance with the allocation rules set forth in (b) below; (v) first, from the Interest Remittance Amount for Loan Group 2 and then from the from the Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Dvi) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-2 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Evii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-3 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Fviii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-4 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Gix) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-5 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Hx) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-6 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Ixi) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-7 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Jxii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-8 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such ClassClass and such Distribution Date; (Kxiii) first, from any remaining the Interest Remittance AmountsAmount for Loan Group 2 and then from the Interest Remittance Amount for Loan Group 1, to the Class M-9 Certificates, the Accrued Certificate Current Interest Distribution Amount and any Carryforward Interest for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest and such Distribution Amount for such ClassDate; and (Mxiv) from for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in Section 4.01(e), any remaining such Interest Remittance Amounts, Amount remaining after application pursuant to clauses (i) through (xiii) above for such Distribution Date. (b) The Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed pursuant to clause (iv) above will be applied to the applicable Senior Certificates as follows: (i) amounts distributed to the Class B-2 Certificates, 1-A-1 Certificates and Class 1-A-2 Certificates will reduce the Accrued Certificate Interest Distribution Remittance Amount for Loan Group 1 before any reduction to the Interest Remittance Amount for Loan Group 2 in respect of such Class.distribution; and (ii) amounts distributed to the Class 2-A-1 Certificates and Class 2-A-2 Certificates shall reduce the Interest Remittance Amount for Loan Group 2 before any reduction to the Interest Remittance Amount for Loan Group 1 in respect of such distributions. (Ac) on On each Distribution Date (a1) prior to the Stepdown Date or (b2) with respect to which a Trigger Event has occurred and is in effectcontinuing for that Distribution Date, to the holders of the Class or Classes of LIBOR Certificates then entitled to distributions of principal as set forth below, an amount equal to Trustee shall distribute the Principal Distribution Payment Amount for such date in the following order of priority; provided, however, that the distributions, if any, made pursuant to subclause (i) below will be made on the related Swap Payment Date to the extent such distributions are available to be made on such Distribution Date: (ai) first from the Principal Remittance Amount derived from Loan Group 2 and then from the Principal Remittance Amount derived from Loan Group 1, to the Supplemental Interest Account any unpaid Swap Termination Payment owed to the Swap Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined in the ISDA Master Agreement)); (ii) (A) from the Principal Remittance Amount derived from Loan Group 1, sequentially:, first to (x) the Class 1-A-1 Certificates and Class 1-A-2 Certificates, in accordance with the allocation rules set forth below, and then to (y) the Class 2-A-1 Certificates and Class 2-A-2 Certificates, in that order, until the respective Class Principal Balance of such Class is reduced to zero; and